annual report fy11-12

WESTLIFE DEVELOPMENT LIMITED | ANNUAL REPORT 2011-12

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CONTENTS

GOVERNANCE02 Management Discussion & Analysis08 Directors’ Report12 Report on Corporate Governance

FINANCIALS17 Consolidated Accounts37 Standalone Accounts52 Section 21253 Notice Attendance slip and proxy

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2 Westlife Development Limited

MaNagEMENT Discussion anD analysis

INDIA ECONOMIC REVIEWDespite the slowdown in global economies, India remained relatively unaffected due to its financial discipline, high savings rate, investment by foreign investors and the legacy of strong entrepreneurship. With a gDP of US$ 1.83 trillion (2011), India is today one of the world’s leading economies. In terms of purchasing power parity, it is already the fourth largest economy globally. The long term prospects for India remain strong and it is poised for growth (measured at factor cost).

India’s Consumption Growth StoryConsidering the sheer size and scale of its population base, India is one of the largest consumer markets in the world. Urbanisation, growing aspirations, rising affordability and increasing propensity to consume is driving India’s domestic consumption story. Estimated discretionary spending by the middle class in India is set to more than double to US$ 442 billion by 2015 from US$ 215 billion in 2010. (Source: CLSA Report)

Increasing urbanisation and spend to boost consumption

Rural urban

2014

7717

7

2013

7516

8

2012

7316

6

2011

7116

3

2010

6916

1

2009

6815

8

2008

6615

6

2007

6415

3

2006

6215

1

2005

6014

8

2004

5914

6

2003

5714

3

2002

5514

1

2001

5413

8

2.1%

1.8%

no.

of H

ouse

hold

s (M

illio

ns)

Source: Planning Commission

FOOD SERVICE INDUSTRY OVERVIEW

The food service industry is one of the largest in India estimated to be worth ` 43,000 Crore, of which the organised sector comprises 16% to 20%. The industry landscape is dominated by full-service restaurants (fine-dining and casual) and Quick Service Restaurants (QSR). The aggregate size of Informal Eating Out (IEO) space stood at US$ 86.2 Billion. Of this, the QSR segment accounted for US$ 15.1 Billion, and is likely to grow by 14%. (Source: Euromonitor Report)

Organised Food Service Industry The QSR industry in India is growing at a rapid pace, characterised by sound accounting systems, supply chain (with quality control and sourcing norms) and multiple outlets. The organised QSR business in India is estimated to be over ` 20 Billion, growing at a CagR of around 40%. The share of this segment is expected to double from 16-20% of the Indian food services industry to 45% by 2015. (Source: Euromonitor Report)

Growth Drivers

• India’surbanisationratefor2009stoodat29%,increasing by about 1% per annum. Urbanisation will be a major driver for domestic consumption growth

• WithIndiaaddingtoitslabourforceover2010-20,awage growth of 12-15% CagR is likely to be another driver of domestic consumption

• GrowingaspirationsandrisingaffordabilityinIndia’smiddle class segment, due to rising wages and price deflation, bode well for consumption growth

OPPORTUNITIESFavourable demographicsIndia is witnessing a changing demographic profile with more people willing to eat at restaurants, due to an increasing number of working class and youngsters. India’s middle class group stands at a strong 300 Millions. With 60% of India’s population below the age of 35, more customers can be tapped from this base.

Changing Consumer Preferences The emergence of India as a leading economic hub has resulted in Indians moving beyond traditional food and getting exposed to exotic global cuisines. a constant increase in high density locations, such as shopping malls and commercial complexes, has resulted in rising opportunities for QSRs.

GoVERnancE Financial sTaTEMEnTs

annual Report 2011-12 3

Under-penetrated Indian marketThe Indian market is under-penetrated and presents good opportunities for the food retail industry. In addition to consolidating their presence across larger tier-1 cities, QSR players are focusing on expanding their outlet network and emerging prominently in tier-2 and tier-3 cities. The propensity to spend has also been increasing in these cities.

Greater ‘eating out’ PropensityHigh disposable incomes are contributing towards internationalisation of the Indian palate as well as to the high prevalence of ‘eating out’. around 50% of the total Indian population dines out at least once every three months owing to:

• Greaterpropensitytospendwithrisingincomelevelsandgrowing proportion of younger population

• Needforconvenienceresultingfromincreaseinnuclearfamilies and number of women in the working forces

• Increasingurbanisation

(Source: Kotak/NRAI Report)

CHALLENGESFood InflationThere is a continuous increase in the prices of food items in India since 2005 and in the recent years, India has been struggling with high inflation in food items. In the current year these numbers have flared up in the first half of the year. Constant rising commodity prices can impact the food service industry’s plans negatively.

Perfect Real Estate LocationThe dynamics of the food service industry relies heavily on the ability to find the perfect location (at the right price), offering great value to customers. a constant increase in real estate prices across cities and the failure to attract customers at some locations can impact the Company’s expansion plan and opening up of new restaurants.

INDUSTRY OUTLOOKWith disposable incomes expected to rise at a CagR of 10% in India, discretionary consumer spending of the middle class is seen increasing. Despite a temporary slowdown in the Indian economy, the food service industry is likely to continue developing positively. growth will be driven mainly by way of a growing trend in eating out and competition between players, encouraging consumers to visit our outlets.

COMPANY OVERVIEW

WestLife Development LtdWestLife Development Pvt. Ltd. (WDL), is a part of the Mumbai-based B.L. Jatia Family.

WDL is an operating-cum-investment Company engaged in the business of –

a) promotion and operation of quick service restaurants through subsidiaries.

b) investing, buying, selling, dealing in securities and financing activities.

c) providing human resources directly and/ or through subsidiaries.

During the year, WDL carried out trading in steel products and undertook civil and electrical works. It is primarily focused on building and developing India’s Quick Service Restaurant (QSR) industry through its subsidiary Hardcastle Restaurants Pvt. Ltd (HRPL), which operates McDonald’s restaurants in west and south India.

WDL’s Profit before exceptional items and tax was substantially higher at ` 4.35 Millions as compared to ` 0.28 Millions recorded for the previous year. However, due to write-off of Project Expenditure amounting to ` 12.74 Millions, the Company has incurred an after tax loss of ` 9.94Millions.

BUSINESS OVERVIEWDescription of the BusinessHardcastle Restaurants Pvt. Ltd.

Hardcastle Restaurants Pvt. Ltd. (HRPL or ‘the Company’) is a development licensee which operates McDonald’s restaurants in west and south India. Under the developmental licensee arrangement with McDonald’s Corporation, the Company is responsible to provide capital for the entire business, including the real estate interest with technical, operational and business support from McDonald’s Corporation. HRPL owns or secures long-term leases for all its restaurant sites to ensure long-term occupancy rights and to control related costs.

In our restaurants we continuously develop and refine operating standards, marketing concepts and product and pricing strategies, so that only those that we believe are most beneficial are introduced into the system to deliver a great customer experience and drive profitability.

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The Company currently has a restaurant footprint of 148 restaurants across the states of andhra Pradesh, gujarat, Karnataka, Madhya Pradesh, Maharashtra and Tamil Nadu. at year end, as on March 31, 2012, HRPL’s restaurant footprint stood at 130, a growth of 20.37% over the last year. HRPL has a restaurant unit CagR of 22.34% over the past three years.

With a strong brand identity, the mission of HRPL is to make McDonald’s the preferred restaurant choice for its customers through its Brand ambition of good Food, good People, good Neighbour.

HRPL continues to focus its management and financial resources on the McDonald’s restaurant business as it believes the opportunities for long-term growth remain significant.

Strategic direction and financial performanceThe unique relationship between HRPL and its suppliers has been the key to its success over the past 16 years in India. This business model enables the Company to play an integral role in the communities it serves and consistently deliver relevant restaurant experiences to customers. In addition, it facilitates HRPL’s ability to implement innovative ideas and profitably grow the business across the markets it operates in. Since the implementation of the customer centred ‘Plan-to-Win’ several years ago, HRPL’s focus has been on being better, not just bigger.

The Company’s strategic alignment behind this plan has created better McDonald’s experiences through the execution of multiple initiatives surrounding the five factors of exceptional customer experiences — people, products, place, price and promotion. While the focus has remained the same, HRPL have adapted and evolved the initiatives based on the changing needs and preferences of its customers.

These multiple initiatives have increased the Company’s consumer relevance and contributed to sales and guest counts across our markets in west and south India, consistently increasing year-on-year. as a result, HRPL has met the long term financial targets. The Company believes that its financial targets are realistic and sustainable and enable the management to focus on those opportunities that best optimise long-term shareholder value.

The year under review, HRPL doubled profits (growing 126.36%) and increased its topline by 43.38%. EBITDa as a percentage of sale grew to 12.35%, compared to 10.48% in 2010-11. This revenue growth, above the IEO industry sales average of 15%, was due to a combination of new store openings and an increase in same-store sales. Despite inflationary pressures and an increasingly competitive environment, the strong growth in both the topline and bottom-line shows the enormous brand potential.

In 2011-12, HRPL continued to build on its strong performance by focusing on what consumer insights

indicated as key drivers for the business — convenience, branded affordability, daypart expansion and menu choice. Leveraging its ability to replicate and scale success in these areas, the Company drove comparable sales up 22.36%.

The momentum continued through 2011-12, as HRPL focussed on restaurant footprint expansion. The Company opened 24 new restaurants across west and south India and entered a new city – Lonavala – representing a 20.37% unit growth over the previous year.

HRPL was able to maintain sustained strong sales growth in virtually every market. Same store sales growth was at 22.36% as compared to 17.11% of the previous year. Throughout its markets (west and south India), the Company’s success was driven by continued execution along key priorities: upgrading the customer and employee experience, building brand transparency, and enhancing local relevance.

Key initiatives included reimaging of most of its restaurants, actively communicating McDonald’s food quality, fresh ingredients and nutrition and implementing ‘Made For You’, a new kitchen operating system , to enhance operational efficiency and support greater menu variety. In addition, the Company satisfied consumer desire for choice and value with locally-relevant menus that featured a blend of premium sandwiches, classic menu favourites, new products, limited-time food promotions as well as everyday value offerings.

HRPL also continued to deliver value to its customers through branded affordability platforms, offered menu choices and variety with locally-relevant core menu extensions such as McSpicy range, premium desserts like McFlurry and breakfast menu.

Launch of a number of new premium products under the McSpicy range including the McSpicy Paneer Burger, the McSpicy Chicken Burger, the McSpicy Paneer Wrap and the McSpicy Chicken Wrap gave HRPL continued thrust in the market. To enable customers to enjoy their favourite burgers even when inflation was eating away into their disposable income, the McValue Lunch program was launched, that features meals at discounted price points for certain hours. This initiative saw enormous acceptance with customers.

These initiatives, along with longer operating hours and everyday value, resonated with consumers to drive increased customer visits and increased sales despite challenging economies and a contracting Informal Eating Out (IEO) segment in many markets. In addition, the Company invigorated its breakfast business with the launch of breakfast in the city of Hyderabad.

HRPL’s efforts to strengthen employee engagement and optimise efficiency in the drive-thru and at breakfast helped the Company to better serve even more customers.

In analysing business trends, management considers a variety of performance and financial measures.



HARDCASTLE RESTAURANTS PRIVATE LIMITED

Summarised Statement of Profit & Loss for the year ended March 31, 2012

Particulars FY 2011-12 FY 2010-11

(` in Millions) (` in Millions)

REVENUES

Sales by company owned restaurants 5,397.83 3,764.65

Other Operating Income 46.47 28.70

TOTAL REVENUES 5,444.60 3,793.35

OPERATING COSTS AND ExPENSES

Store Operating Cost and Expenses

Food & Paper 2,436.62 1,637.32

Payroll and Employee benefits 467.18 342.42

Occupancy and other operating expenses 1,615.52 1,157.37

general & administrative expenses 278.67 279.06

Other operating (income)/expenses, (net) (25.77) (20.49)

TOTAL OPERATING COSTS AND ExPENSES 4,772.22 3,395.67

EBITDA 672.38 397.67

Net Financial Expense (Interest & Bank Charges) 0.72 13.76

Depreciation 246.58 196.12

PROFIT BEFORE TAx 425.08 187.79

Income tax - -

PROFIT AFTER TAx 425.08 187.79

FY 2011-12 Highlights• TotalCompanyownedstoresalesincreaseof43.38%to

`5,397.83Millions

• SameStoreSalesGrowthof22.36%

• 24newstoresopenedintheFY2011-12

• EBITDAincreaseof69.08%

• PATincreaseof126.36%

Financial Analysis

sales:During FY2011-12 the total sales by company owned restaurants grew by 43.38% as against a growth of 37.15% in FY 2010-11.

The robust growth of 43.38% in FY 2011-12 has been achieved through a healthy mix of same store sales growth, opening of new stores , launch of new products to cater to the Indian palate and introduction of additional customer value propositions. The same store sales growth for FY 2011-12 was 22.36% as against 17.11% in FY 2010-11.

costs:The Food & Paper cost for the FY 2011-12 is ` 2436.62 Millions as compared to ` 1637.32 Millions for the FY 2010-11, an increase of 48.82%. This has been mainly on account of increase in sales volume and general inflationary conditions prevailing in the economy. The payroll and employee expenses (store related) have gone up by 36.44% to ` 467.18

Millions in FY2011-12 from ` 342.42 Millions in FY 2010-11, mainly on account of personnel additions in new stores and increase in wage rates.

The Occupancy and other operating expenses mainly consist of rentals, utilities and advertising & publicity. These expenses havegoneupby39.59%to` 1,615.52 Millions in FY 2011-12 from ` 1,157.37 Millions in FY 2010-11.

The g&a expenses as a percentage of Sales have dropped from 7.41% in FY 2010-11 to 5.16% in FY 2011-12.

EBiTDa Margins:EBITDa Margins have gone up by 187bps in FY2011-12 to 12.35%. EBITDa of FY 2011-12 is at ` 672.38 Millions, an increaseof69.08%overFY2010-11.IncreaseinEBITDAhasbeen primarily due to same store sale growth and opening of new stores.

PaTPaT for FY 2011-12 has gone up by 126.36% to ` 425.08 Millions. This has been on account of higher same store sales which have helped in leveraging the fixed assets better thereby resulting in better profitability.

COMPETITIVE ADVANTAGEDuring the year, HRPL took various steps to improve the levels of Quality, Service, Cleanliness and Value (QSCV). In the process, it intensified cost optimisation steps for further growth. HRPL’s key strengths being:

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World’s Largest QSR BrandLocally owned and operated restaurants maximise brand performance and form the basis of HRPL’s competitive advantages. McDonald’s is ranked 6th amongst the best brands world-wide. It is ranked 10th in the Fortune Top-50 most-admired companies in the world.

Quality and Service HRPL’s robust supply chain with backward linkages to farmers, cold chain delivery, minimum storage times, standard recipes and implementation of ‘Made For You’, a new kitchen operating system, enhances its operational efficiency.

The Company’s motto to ‘serve with a smile’ within ‘one minute’ measures a single minute of delivery to the customer even during rush hours.

Indigenous Supply ChainHRPL’s operations are supported by a unique supply chain with a complex web of direct and indirect suppliers. The Company manages this complex system by working with direct suppliers who share its values and vision for sustainable supply. HRPL also partners with its suppliers to identify, understand and address industry-wide sustainability challenges and achieve continuous improvement.

Furthermore, local sourcing of ingredients leads to employment opportunities and adaptation to the local culture. The process enables HRPL to work directly with farmers, eliminating middle men and dealing only in best quality ingredients. In the process, HRPL promotes fair trade practices in the industry.

ValueValue is the cornerstone of HRPL’s strategy. The value initiative at McDonald’s is all – pervasive. Our strategy is to achieve best value by enhancing experience (offering best quality), while keeping prices reasonable. This applies to products we serve our customers and to every other aspect of the way we do business. HRPL’s success has been built on commitment to the delivery of QSC&V (Quality, Service, Cleanliness and Value) to customers. getting QS&C consistently and overwhelming appreciation of Value keeps our customers satisfied and maintains our competitive edge.

FUTURE OUTLOOKIndia is under penetrated and growth in the organised retail industry will present a strong platform for food service operators to grow substantially and leverage the opportunities in the QSR segment. In addition to consolidating the presence across larger tier-1 cities, expansion into smaller cities and increasing popularity of western cuisines is expected to offer strong support to the trend.

HRPL will continue to drive success in 2012-13 and beyond by enhancing the customer experience across all elements of its ‘Plan-to-Win’ strategy. The Company will continue to be energised by the ongoing momentum and significant growth opportunities.

HRPL holds a strong competitive position in the market place, and we intend to further differentiate the brand by striving to become the customers’ favourite place and way to eat and

drink. growing market share will continue to be a focus as the Company executes levers of acceleration: optimising the menu, modernising the customer experience, broadening accessibility and energising the employees.

• Themenueffortswillincludeexpandingdestinationbeverages and desserts and thereby enhancing the food image.

• Thecustomerexperienceeffortswillincludeacceleratingthe interior and exterior reimaging efforts and providing the restaurant teams with the appropriate tools, training, technology and adequate staffing.

• Theaccessibilityeffortswillincludeincreasingtheleveland variety of conveniences provided to customers through extended operating hours, greater proximity, stronger value platforms and expansion of McDelivery service across the market.

• TheCompanywillcontinueitseffortstostrengthenandenergise its employee engagement through its Employee Value Proposition of Fun, Flexibility and Future.

HRPL will execute these priorities to increase McDonald’s brand relevance with operational and financial discipline.

HRPL’s business plans will be focused on building market share with the right mix of guest counts, average check, strategic restaurant reimaging and expansion.

Technology & Energy EfficiencyHRPL will leverage service innovations by continuing the deployment of technologies such as updating the point-of-sale system, wi-fi and hand-held order devices to enhance the customer experience and help drive increased transactions and labour efficiency. The Company will also continue working to reduce the impact on the environment with energy management tools that enable HRPL to use green energy across its markets of west and south India.

ValueThrough its initiatives, HRPL will continue its efforts to become the customers’ first choice for eating out by continuing to provide robust value platforms and focusing on menu variety, restaurant experience and convenience.

Value will continue to be a key growth driver as the Company will reinforce the affordability of its menu to consumers across all day parts, by building on successful Value platforms and expanding the breakfast offerings.

HRPL will continue offering value across the menu at breakfast and the rest of the day. Opportunities around additional staffing at peak hours during the breakfast and lunch day parts and increasing the number of restaurants that operate 24 hours per day will allow HRPL to broaden accessibility to its customers.

GrowthHRPL has more than doubled its restaurant footprint since 2008, growing by an average 20 restaurants year-on-year. HRPL will continue to grow its business by opening new restaurants and reimaging its existing restaurants while elevating its focus on service and operations to drive efficiencies.



The Company will focus its resources towards optimisation of restaurant portfolio through restaurant development strategies centred on convenience platforms and brand extensions. The Company will make full-scale deployment on brand extensions such as McDelivery, Drive Thrus, Kiosks and 24x7 Operations

HRPL will expand its major remodel/reimage program to several other existing locations in 2012-13 as it progresses towards its goal of having substantial number of restaurant interiors and exteriors reimaged by the end of the year.

The Company will continue to maintain strong financial discipline by effectively managing spending in order to maximise financial performance. In making capital allocation decisions, HRPL’s goal is to make investments that elevate the McDonald’s experience and drive sustainable growth in sales and market share while earning strong returns.

WDL is well-positioned to exploit the untapped potential and optimise shareholder value.

Financial Performance & AnalysisThe financial results of WDL are primarily driven by HRPL. The financial results of WDL demonstrate HRPL’s focussed approach to achieve a steady growth in sales and margins.

WESTLIFE DEVELOPMENT LIMITED consolidated summarised statement

of Profit and loss for the year ended March 31, 2012

` in Millions

Particulars For the year ended on

March 31, 2012

For the year ended

on March 31, 2011

Revenue From Operation 5,474.12 19.26Total Expenses Excluding Depreciation, Interest and Tax

4,844.99 21.28

EBIDTa 686.33 9.01Profit/(Loss) for the Year (before adjustment for Minority Interest)

422.76 (20.51)

Less: Share of Profit/(Loss) transferred to Minority Interest

108.81 (6.20)

Profit/(Loss) for the Year (after adjustment for Minority Interest)

313.95 (14.31)

Risk ManagementHRPL has established a holistic risk management framework to identify possible risks and ensures they are well handled and works towards de-risking its business. It monitors business activities to identify, assess and mitigate potential internal or external risks so as to eliminate or minimise its impact. HRPL uses its past experience, understanding of the Indian market and preferences to mitigate these risks. Some potential risks HRPL may face are:

a. Economic slowdown a possible slowdown in the economy can have a

dampening impact on the food service industry. It can impact the disposable incomes of consumers and in turn affect sales. However, the Company remains optimistic of the country’s economic growth potential.

b. supply chain any disruption in the supply chain can negatively impact

supply of ingredients to outlets and the freshness of finished products.

c. competition Competition in the industry may rise further as new

players enter the market and investments by foreign investors rise. as the QSR space expands further in India, competition is likely to increase.

d. Response in new markets HRPL has a robust expansion plan in place and is

confident of an encouraging response from new markets as well as new towns and cities. However, due to certain circumstances, the response may not be in line with expectations, which may impact its success in those markets.

Internal Controls and Systems HRPL’s elaborate internal control systems ensure efficient use and protection of resources and compliance with policies, procedures and statutory requirements. The internal control systems comprise well documented guidelines, authorisation and approval procedures, including audit. Intrinsic to the overall governance process, the Company has institutionalised a well-established internal audit framework which covers all aspects of financial and operational controls, covering all units, functions and departments.

The Company has been an integral part of the global system of McDonald’s Corporation, USa. as a result, it follows numerous control systems across its store operations that are tried and tested internationally. apart from the above, it has in place a process for Internal audit across a number of functions, including general accounting, Supply Chain, Human Resources, Construction and Real Estate.

Over and above the internal audit by McDonald’s Corporation, there is an Internal audit (Ia) Committee comprising the Director-Finance & accounts & IT and the Director-Legal & Company Secretary, with participation from representatives of Business Operations, the Restaurant Solutions group and People Resources. The Ia Committee is actively engaged in evaluating and improving on an ongoing basis various functions and significant activities of the Company, including store operations, marketing and capital expenditure. The Committee is ably supported by external and independent chartered accountant firms specialised in the domain of Ia who perform internal audit of the Company’s operations and activities in the field.

Human Resource ManagementProper emphasis is laid within the Company in getting the ‘right people on the bus’, i.e. acquiring the right talent – a key player in its success story in India. The Company has a stable leadership team, which has grown with the organisation with an average tenure of 12 years. With its talented workforce, the Company has built a strong business foundation and made huge efforts in building a talent pool through education and training.

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REPORT OF THE BOaRD OF DiREcToRs To MEMBERs

Your Directors are pleased to present their Twenty-Ninth annual Report and audited Statement of accounts for the year ended

March 31, 2012.

FINANCIAL STATEMENT

`

2011-2012 2010-2011

Profit before Depreciation 43,58,382 2,92,363

Less : Depreciation 9,967 16,404

Profit before Exceptional Items & Tax 43,48,415 2,75,959

Less : Exceptional Items 1,27,43,861 -

Profit / (Loss) before Tax (83,95,446) 2,75,959

Provision for Taxes 12,63,800 49,000

Deferred Tax Liability / (asset) (19,781) 1,730

Tax (including Fringe Benefits Tax) for earlier years 3,01,961 1,101

Profit / (Loss) for the year (99,41,426) 2,24,128

add : Balance brought forward 69,21,948 66,97,820

Balance carried forward (30,19,478) 69,21,948

In view of absence of profit, no dividend is being recommended.

OPERATING PERFORMANCE

The Company’s Profit before exceptional items and tax was

substantially higher at ` 43.48 lakhs as compared to

` 2.76 lakhs recorded last year. However, due to write-off

of Project Expenditure amounting to ` 127.44 lakhs the

Company has incurred after a tax loss of `99.41lakhs.

The Company is an operating-cum-investment Company

engaged in the business of –

a) promotion and operation of quick service restaurants

through subsidiaries.

b) investing, buying, selling, dealing in securities and

financing activities.

c) providing human resources directly and/ or through

subsidiaries.

During the year, the Company carried out trading in steel

products and undertook civil and electrical works.

SUBSIDIARY COMPANIESConsolidated financial statements of the Company and its subsidiaries prepared in accordance with applicable accounting standards and duly audited by the Company’s statutory auditors are annexed.

The annual accounts of the subsidiaries and the related detailed information shall be made available to the shareholders of the Company and also to the shareholders of the said subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiaries are available for inspection by any shareholder in the head office of the Company and of the subsidiary company concerned.

DIRECTORSDuring the year, Mr. S V Srinivasan was appointed as additional Director in terms of Section 260 of the Companies Act,1956.HehoweverresignedonDecember5,2012. Mr. B L Jatia, Mr. amit Jatia, Mr. P R Barpande and Mr. Dilip J Thakkar were appointed as additional Directors.



In terms of the said Section 260, they hold office upto the date of the ensuing annual general Meeting.

Mr. Sunil Hirawat resigned as a director w.e.f. February 13, 2012. Mr. O P adukia and Mr. g P goyal, Directors resigned from the Board of Directors w.e.f. December 05, 2012. The Board wishes to place on record its sincere appreciation for the valuable services rendered by the outgoing directors during their respective tenure as director of the Company.

SIGNIFICANT EVENTS DURING CURRENT YEAR :i) In order to comply with the requirement of minimum 25%

public holding in the share capital of listed companies, the Company has declared 1 : 1 bonus for only public holders of the Company’s equity shares (the promoters agreeing to forgo their entitlement thereto). The BSE has already accorded its in-principle approval for listing of the proposed bonus shares. The Board has fixed December 11, 2012 for taking record of its shareholders for the purpose. The allotment is likely to be made shortly thereafter.

after the bonus, the share of non-promoters in the equity capital of the Company would go up to 25%.

ii) The Company also allotted 4,60,000 8% Cumulative Redeemable Preference Shares of ` 10 each for cash at a premium of ` 50 per share to an entity belonging to the promoter group on a preferential basis.

iii) The Company’s registered office has been changed from 10,KitabMahal,2ndFloor,192,Dr.DNRoad,Fort,Mumbai 400001 to 1001, Tower-3, 10th Floor, Indiabulls Finance Centre, Senapati Bapat Marg, Elphinstone Road, Mumbai 400 013 w.e.f. 1st December, 2012.

SCHEME OF ARRANGEMENTThe Company (WDL) has formulated a composite scheme of arrangement with its three subsidiaries viz. Westpoint Leisureparks Pvt. Ltd. (WLPL), Triple a Foods Pvt. Ltd. (TaF) and West Leisure Resorts Pvt. Ltd. (WLR). The Scheme provides for spin off of a part of the Company’s business

to WLR and for amalgamation of WLPL and TaF with the Company and the shareholders of the amalgamating companies will be given equity shares in WDL on the basis of share exchange ratios mentioned therein subject to requisite approvals / sanctions. WLR will issue its shares to the shareholders of WDL on the basis of ratios mentioned in the Scheme in lieu of the shares held by WDL in WLR whereupon WLR will cease to be a subsidiary of WDL. The scheme will be presented to the Bombay High Court for sanction after the requisite approvals are received from the concerned authorities.

APPOINTMENT OF AUDITORS M/s. Rajendra K gupta & associates, Chartered accountants the existing auditors have expressed their unwillingness to be re-appointed as auditors of the Company. In view thereof, the audit Committee has recommended appointment of M/s. S R Batliboi & Co., Chartered accountants as auditors of the Company at the ensuing annual Meeting. M/s. S R Batiliboi & Co. have expressed their willingness to act as auditors of the Company, if appointed, and have further confirmed that the said appointment would be in conformity with the provisions ofSection224(1B)oftheCompaniesAct,1956.

PUBLIC DEPOSITSThe Company did not accept any deposits during the year.

PARTICULARS OF EMPLOYEESThe provisions of Section 217 (2a) of the Companies act, 1956readwiththeCompanies(ParticularsofEmployees)Rules,1975arenotattracted.

Human relations have been cordial throughout the year.

INTERNAL CONTROL SYSTEMS :The Company has a proper and adequate internal control system commensurate with its size and the nature of its business. No instance of any fraud or misdemeanour has been noticed during the year.

DIRECTORS’ RESPONSIBILITY STATEMENT

as required under Section 217 (2aa) of the Companies act,

1956,yourDirectorsstatethat:

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a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

b) the accounting policies selected and applied are consistent and the judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies act, 1956forsafeguardingtheassetsoftheCompanyand for preventing and detecting fraud and other irregularities; and

d) the annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN ExCHANGE EARNINGSYour Company is not engaged in any manufacturing activity and therefore, there are no particulars to be disclosed under the Companies (Disclosure of Particulars in the Report of the

BoardofDirectors)Rules,1988,relatingtoconservationofenergy or technology absorption.

During the year under review, the company did not earn/ spend any foreign exchange.

CORPORATE GOVERNANCEa separate report on Corporate governance is annexed hereto as part of this Report.

ACKNOWLEDGEMENTYour Board places on record its appreciation of the co-operation extended by all concerned.

For and on Behalf of the Board of Directors

Banwari Lal Jatia

Chairman

Mumbai

December 7, 2012

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CORPORaTE GoVERnancE REPoRT(PursuanttoClause49oftheListingagreementwithBombayStockExchange)

COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE

The Company is committed to the principles of good corporate governance viz. fairness, transparency and accountability.

BOARD OF DIRECTORS

i) The Company’s Board had three independent non-executive directors as on March 31, 2012, unrelated to each other and

not holding any shares in the Company.

ii) The Board met 6 times during the year on May 13, 2011, august 12, 2011, November 11, 2011, November 30, 2011,

January 16, 2012 and February 13, 2012.

Attendance of Directors at Meetings

Name No. of Board Meetings attended

If present at last agM

No. of Outside Directorships held

No. of Committees in which Member/

Chairman

Public Private

Mr. Om Prakash adukia 6 Yes 5 7 -

Mr. Sunil Hirawat 3 No - - -

Mr. govind Prasad goyal 4 Yes 2 3 -

Mr. Salem Venkatesan Srinivasan 1 No 2 1 -

The directors did not receive any remuneration or fee from the Company during the year.

CODE OF CONDUCTThe Company has framed a Code of Conduct for the members of the Board of Directors and its senior managerial personnel. The Code has been posted on the Website of the Company.

a declaration regarding compliance by the Board Members and Senior Managerial Personnel with the provisions of the said Code is given as annexure I to this Report.

AUDIT COMMITTEEThe audit committee consisting of Mr. Om Prakash adukia, Mr. Sunil Hirawat (upto February 13, 2012), Mr. Salem Venkatesan Srinivasan (from February 13, 2012) and Mr. govind Prasad goyal constituted by the Board continued to function during the year under report under the Chairmanship of Mr. Om Prakash adukia.

The terms of reference of the audit Committee cover the

mattersspecifiedforsuchcommitteesinSection292AoftheCompaniesAct,1956andinClause49oftheListingagreement.

The Committee duly met 4 times during the year on May 13, 2011, august 12, 2011, November 11, 2011 and February 13, 2012

GRIEVANCE REDRESSALShareholders/ Investors grievance Committee of the Company consisted of 2 directors viz. Mr. Om Prakash adukia and Mr. govind Prasad goyal with Mr. Om Prakash adukia as the Chairman and Mr. P F Fernandes, the Company Secretary as the Compliance Officer. No investor complaints were received during the year.

No complaints are pending.

Dedicated e-mail ID for investors’ grievances is available at [email protected].



GENERAL BODY MEETINGS

Annual General Meetings

Location, Date and time of last 3 AGMs.

Location Date Time Special Resolution No.

1 Brabourne Stadium

87, Veer Nariman Road

Mumbai 400 020

September29,2009 2.00 p.m. Nil

2 Brabourne Stadium


Mumbai 400 020

September29,2010 2.00 p.m. Nil

3 Brabourne Stadium


Mumbai 400 020

September 28, 2011 2.00 p.m. Nil

No special resolution was passed through postal ballot during the year.

There is presently no proposal for passing any special

resolution through postal ballot. However, if an occasion

arises for the same in the future, the same will be decided

at the relevant time.

The procedure for postal ballot is as laid down in the

Companies (Passing of Resolutions by Postal Ballot)

Rules, 2011.

DISCLOSURES

i) all related party transactions have been entered into

in the ordinary course of business and were placed

periodically before the audit committee in summary form.

No materially significant related party transactions that

might have potential conflict with the interests of the

Company at large took place during the year.

ii) all applicable accounting Standards mandatorily

required have been followed in preparation of the

financial statements.

iii) Risk assessment and its minimisation procedures have

been laid down and reviewed by the Board. These

procedures are periodically reviewed to ensure that

executive management controls the risks through means

of a properly designed framework.

iv) No money was raised by the Company through public

issue, rights issue, preferential issues, etc. during the last

financial year.

v) all pecuniary relationships or transactions of the

directors vis-à-vis the Company have been disclosed in

the Notes to the accounts for the year which are being

circulated to members along with this report.

vi) Management Discussion and analysis forms part of the

annual Report to the shareholders.

vii) There were no financial/ commercial transactions by

the Senior Management Personnel as defined in Clause

49oftheListingAgreementwheretheyhavepersonal

interest that may have a potential conflict with the

interests of the Company at large requiring disclosures

by them to the Board of Directors of the Company.

TM


viii) Compliance Reports of applicable laws are periodically

reviewed by the Board of Directors. The Company is

in compliance with all applicable laws. No penalties or

strictures have been imposed on the Company by the

Stock Exchange or SEBI or any statutory authority on

any matter related to capital markets during the last

three years.

ix) Relevant details of directors proposed to be appointed

arefurnishedintheNoticeofthe29thAnnualGeneral

Meeting being sent along with the annual Report.

COMMUNICATION

The Company’s periodical financial results are submitted to

the Bombay Stock Exchange within the prescribed time-

period in a form so as to enable the Exchange to put the

same on its own website. The results are also published

in Free Press Journal (English) and Navshakti (Marathi)

newspapers.

The Company presently does not issue any press releases.

No representations have been made to any institutions

or analysts.

GENERAL SHAREHOLDER INFORMATION

(i) Annual General Meeting to be held

Date: December 31, 2012 (Monday)

Time: 12.00 noon

Venue: Brabourne Stadium, gate No. 10

1st Floor, 87, Veer Nariman Road

Mumbai 400 020

(ii) Financial Year

april – March

(iii) Date of Book Closure

December 11, 2012 (for Bonus and for annual closure)

(iv) Dividend Payment Date

No dividend is being recommended

(v) Company’s shares are listed on the Bombay Stock

Exchange

(Stock Code :505533)

(vi) Monthly Market Price Data:

Monthly highest and lowest closing quotations of

the Company’s equity share on the Bombay Stock

Exchange during the financial year 2011-12 were as

under.Comparative figures of the month-end closing

prices of the Company’s share and the BSE Sensex are

also tabulated alongside.

Month ` per share Sensex High Sensex Low

High Low Month-end closing

april, 2011 - - - 19811.14 18976.19

May, 2011 - - - 19253.87 17786.13

June, 2011 - - - 18873.39 17314.38

July, 2011 40.05 39.30 40.05 19131.70 18131.86

august, 2011 40.85 40.85 40.85 18440.07 15765.53

September, 2011 - - - 17211.80 15801.01

October, 2011 - - - 17908.13 15745.43

November, 2011 - - - 17702.26 15478.69

December, 2011 - - - 17003.71 15135.86

January, 2012 - - - 17258.97 15358.02

February, 2012 44.10 41.65 44.10 18523.78 17061.55

March, 2012 53.45 44.95 53.45 18040.69 16920.61

vii) Registrars & Transfer Agent :

Sharepro Services (India) Pvt. Ltd.

912,RahejaCentre

Free Press Journal Road

Nariman Point

Mumbai 400 021



viii) Shareholding Pattern as on March 31, 2012 :

No. of Holders No. of Shares held Percentage of holding

Promoter Group :

Individuals/ HUF 8 38,31,490 23.95

Bodies Corporate 5 98,82,500 61.76

non-Promoters :

Individuals/ HUF 25 20,66,999 12.92

Bodies Corporate 3 2,19,011 1.37

41 1,60,00,000 100

Distribution of shareholding as at March 31, 2012:

Shareholding No. of Shareholders No. of Equity Shares Shareholding

Percentage

Upto 500 23 1,246 0.008

501 to 2000 2 3,100 0.019

2001 to 5000 - - -

5001 to 10000 4 30,813 0.193

above 10000 12 1,59,64,841 99.78

41 1,60,00,000 100

ix) Dematerialisation of shares :

as on March 31, 2012, 1,60,00,000 shares comprising

100% of the Company’s paid-up capital were held in

dematerialised form under ISIN Code INE 274F01012.

x) The Company has not issued any GDRs/ ADRs/

Warrants or any convertible instruments.

xi) Addresses for Correspondence:

Shareholders correspondence may be addressed to any

of the following addresses :

1. Sharepro Services (India) Pvt. Ltd.

912,RahejaCentre

Free Press Journal Road

Nariman Point

Mumbai 400 021

2. Westlife Development Ltd.

1001, Tower-3, 10th Floor

Indiabulls Finance Centre

Senapati Bapat Marg

Elphinstone Road

Mumbai 400 013

NON-MANDATORY REQUIREMENTS

i) The Company did not have any Chairman during the

year under report.

ii) The Company has few employees and no remuneration

was paid to the directors. In view of this, no

Remuneration Committee has been constituted.

iii) No communications about periodical financial results

of the Company are presently being sent to the

shareholders.

iv) There are no qualifications in the auditor’s Report on the

financial statements to the shareholders.

v) The Company does not have any framed policy at

present for training of the Board members as they are

experienced professional persons.

vi) There is no formal mechanism at present for evaluation

of performance of the non-executive directors.

vii) The Company has not established a whistle blower

policy. However, all personnel have free access to the

audit committee.

COMPLIANCE CERTIFICATE :

a certificate from a practicing Company Secretary regarding

Compliance with the conditions of Corporate governance as

stipulatedinClause49oftheListingAgreementisannexedto

the report as annexure II.

TM


ANNExURE – I

ANNExURE II

DECLaRaTION aBOUT COMPLIaNCE WITH coDE oF conDucT :

COMPLIaNCE cERTiFicaTE :

To :

Westlife Development Ltd.

Mumbai

I hereby declare that all members of the Board and the Senior Management Personnel of the Company have affirmed due

observance of the Code of Conduct framed by the Company in so far as it is applicable to them and there is no non-compliance

thereof during the year ended March 31, 2012.

P F Fernandes

Company Secretary

Mumbai

December 6, 2012

To :

The Members

Westlife Development Ltd.

Mumbai

We have reviewed the records concerning the Company’s compliance of conditions of Corporate governance as stipulated in

Clause49oftheListingAgreemententeredinto,bytheCompany,withtheBombayStockExchangeforthefinancialyearended

March 31, 2012.

The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited to

procedures adopted by the Company for ensuring the compliance of conditions of Corporate governance and implementation

thereof. It is neither an audit nor an expression of opinion on the financial statements of the Company.

We have conducted our review on the basis of the relevant records and documents maintained by the Company and furnished to

us for the review, and the information and explanations given to us by the Company.

Based on such a review, and to the best of our information and according to the explanations given to us, in our opinion, the

CompanyhascompliedwiththeconditionsofCorporateGovernance,asstipulatedinClause49ofthesaidListingAgreement.

Shailesh a Kachalia

CP 3888

Company Secretary

Place : Mumbai

Date : November 15, 2012

GOVERNANCE FINANCIAL STATEMENTS

Annual Report 2011-12 17

ConsolidAted AUDITORS’ REPORT

To the Board of Directors of Westlife Development Limited on the Consolidated Financial Statements of Westlife Development Limited and its subsidiaries

1. We have audited the attached Consolidated Balance sheet of Westlife Development Limited (“the Company”) and its subsidiaries (collectively referred as ‘the Group’) as at March 31, 2012, the Consolidated statement of Profit and loss and the Consolidated Cash Flow statement for the period ended on that date annexed thereto. these financial statements are the responsibility of the Company’s management. our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in india. these standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. We report that the consolidated financial statements have been prepared by the Company in accordance

with the requirements of the Accounting standard (As) 21, ‘Consolidated Financial statements’ issued by the Government of india.

4. Based on our audit and to the best of our information and according to the explanations given to us, we are of the opinion that the said consolidated financial statements give a true and fair view in conformity with the accounting principles generally accepted in india :

(i) in the case of the Consolidated Balance sheet, of the state of affairs of the Group as at March 31, 2012;

(ii) in the case of the Consolidated statement of Profit and loss , of the profit of the Group for the year ended on that date; and

(iii) in the case of the Consolidated Cash Flow statement, of the cash flows of the Group for the year ended on that date.

For RAJendRA K. GUPtA & AssoCiAtesChartered Accountants

Regd. no. 108373W

Rajendra Kumar GuptaPlace : Mumbai Partnerdate : december 7, 2012 M.no.009939

TM

18 Westlife development limited

CONSOLIDATED BALANCE SHEET as at March 31, 2012

As per our report of even date attached

For and on behalf of

RAJendRA K. GUPtA & AssoCiAtes For and on behalf of the Board of directors

Chartered Accountants

Firm Regn. no. 108373W

Rajendra Kumar Gupta P. F. Fernandes Amit Jatia Banwari lal Jatia

Partner Company secretary director director

M.no.009939

Place: Mumbai

date: december 7,2012

` in Millions

note no.As at

31-03-2012

As at

31-03-2011EQUITY AND LIABILITIES

Shareholders’ Fundsshare Capital 2 160.00 160.00 Reserves and surplus 3 1,907.89 1,840.36

2,067.89 2,000.36Minority interest 750.53 549.75 Non-Current Liabilitieslong term Provisions 4 8.47 0.06 other long term liabilities 5 2.72 –

11.19 0.06Current Liabilitiesshort term Borrowings 6 2.50 – trade Payables 7 75.35 13.17 other Current liabilities 8 216.89 2.50 short term Provisions 9 419.88 –

714.62 15.67

ToTAL 3,544.25 2,565.84

ASSETS

Non-Current AssetsFixed Assets 10 tangible Assets 1,849.16 0.03 in-tangible Assets 238.06 0.00 Capital Work-in-progress 196.05 – Project expenditure (pending allocation) – 12.74

2,283.27 12.77 non-Current investments 11 11.81 2,358.46 deferred tax Assets (net) 12 0.03 0.01 long term loans and Advances 13 388.50 25.00 other non-Current Assets 14 1.29 –

401.63 2,383.47 Current AssetsCurrent investments 15 63.64 – inventories 16 150.31 – trade Receivables 17 65.43 11.72 Cash and Cash equivalents 18 328.54 75.96 short term loans and Advances 19 198.20 81.80 other Current Assets 20 53.23 0.12

859.35 169.60 ToTAL 3,544.25 2,565.84

significant Accounting Policies 1the accompanying notes are an integral part of the Financial statements



CONSOLIDATED STATEMENT OF PROFIT AND LOSS for the year ended March 31, 2012








M.no.009939

Place: Mumbai


` in Millions

note no.Year ended

31-03-2012

Year ended

31-03-2011

INCoME

Revenue from operations 21 5,474.12 19.26

other income 22 57.20 11.03

5,531.32 30.29

EXPENDITURE

Cost of Raw Materials and Component Consumed 23 2,436.62 –

Purchase of traded Goods 24 20.61 15.72

employee Benefit expenses 25 652.54 2.58

other expenses 26 1,735.22 2.98

4,844.99 21.28

Profit/(Loss) before Finance Expenses, Depreciation and Amortisation and Exceptional Items and Tax

686.33 9.01

Finance expenses 27 0.72 –

depreciation 28 246.59 0.02

Amortisation 29 0.04 (0.00)

Profit/(Loss) before Exceptional Items and Tax 438.98 8.99

less: exceptional items 30 12.74 28.42

Profit/(Loss) before Tax 426.24 (19.43)

less: tax expenses

Current tax 3.20 1.08

deferred tax (0.02) 0.00

taxes (including Fringe Benefits tax) for earlier Years 0.30 0.00

Profit/(Loss) for the Year (before adjustment for Minority Interest) 422.76 (20.51)

less: share of Profit/(loss) transferred to Minority interest 108.81 (6.20)

Profit/(Loss) for the Year (after adjustment for Minority Interest) 313.95 (14.31)

earnings per equity share 40

Basic (`) 19.62 (0.89)

diluted (`) 19.62 (0.89)

significant Accounting Policies 1

the accompanying notes are an integral part of the Financial statements

TM


CONSOLIDATED CASH FLOW STATEMENT for the year ended March 31, 2012

` in Millions

Current year Previous year

A. CASH FLoW FRoM oPERATING ACTIVITIES

Profit/ (loss) before taxation 426.24 (19.44)

Adjustments for :

Assets written off 8.00 –

(Profit)/loss on sale of Fixed Assets, scrap sold, etc 2.52 –

income from investments (14.91) –

interest Received (37.97) –

depreciation 246.59 0.02

Profit on sale of investment (0.00) –

Write-Back of Provisions (2.37) –

Amortisation 0.03 0.01

Project expenditure 12.74 0.04

expenses related to scheme of Arrangement (0.58) –

Unrealised (Gain)/loss (0.04) –

operating Profit before Working Capital changes 640.25 (19.37)

Movements in Working Capital

decrease/(increase) in inventories (33.01) –

decrease/ (increase) in trade Receivables (16.26) (28.09)

decrease/ (increase) in loans and Advances (34.77) –

(decrease)/increase in trade Payables 23.70 14.70

(decrease)/increase in other Current liabilities (0.02) –

(decrease)/increase in Provisions 91.66 –

Cash generated from operations 671.55 (32.76)

tax Refund received / (taxes Paid) 1.79 (1.24)

NET CASH FRoM oPERATING ACTIVITIES 673.34 (34.00)

B CASH FLoW FRoM INVESTING ACTIVITIES

Additions to Fixed Assets (738.65) –

Proceeds from sale of Fixed Assets 1.85 –

(decrease)/increase in Creditors for Capital Goods 11.10 –

income from investment 14.91 –

investments made (1,063.12) (2,369.05)

Proceeds from investment sales 1,017.06 –

investments in Bank Fixed deposits 224.27 –

interest Received 37.97 –

(increase)/decrease in long term deposits (54.39) –

NET CASH FRoM INVESTING ACTIVITIES (549.00) (2,369.05)



CONSOLIDATED CASH FLOW STATEMENT for the year ended on March 31, 2012

` in Millions


C CASH FLoW FRoM FINANCING ACTIVITIES

increase in share Capital 24.71 2,399.99

inter Corporate deposits 13.90 –

Repayment of Borrowings (77.96) (64.39)

NET CASH FRoM FINANCING ACTIVITIES (39.35) 2,335.60

Net Increase in Cash and Cash Equivalents 84.99 (67.44)

Cash and Cash equivalents at the beginning of the year 114.66 143.41

Cash and Cash equivalents at the end of the year 199.66 75.96

Net Increase in Cash and Cash Equivalents 84.99 (67.44)

Components of Cash and Cash Equivalents as at 31-03-2012 31-03-2011

Cash and bank balances 328.54 75.96

Less: Not considered as cash and cash equivalents

Fixed deposit with original maturity of more than three months 128.88 –

Total Cash and Cash Equivalent 199.66 75.96







M.no.009939

Place: Mumbai


TM


NOTES to Consolidated Financial statements

NoTE - 1

A. BASIS oF CoNSoLIDATIoN:

the Consolidated Financial statement (CFs) relates to

Westlife development limited (“the Company”) and its

subsidiaries, West leisure Resorts Private limited, Westpoint

leisurepark Private limited, triple A Foods Private limited

and Hardcastle Restaurants Private limited. (together

“the Group”).

Basis of Accounting the financial statements of the subsidiaries used in the

consolidation are drawn up to the same reporting date of the Company (triple A Foods Private limited financials are for the period July 1, 2011 to March 31, 2012). the CFs have been prepared in accordance with Accounting standard-21 on ‘ Consolidated Financial statements’.

Principles of Consolidation

the financial statements of the Company and its subsidiary

companies have been combined on a line-by-line basis by

adding together the book values of like items of assets and

liabilities after fully eliminating intra-group balances.

the CFs are presented, to the extent possible, in same format as that adopted by the Company for its stand-alone financial statements. differences if any, in accounting policies have been disclosed separately.

Particulars of Subsidiaries

sr.. no.

names of the subsidiaries

Country of incorporation

Percentage of Voting Power as

at 31-03-2012

1 West leisure Resorts Private limited

india 87.34%

2 Westpoint leisureparks Private limited

india 76.84%

3 triple A Foods Private limited (subsidiary of Westpoint leisureparks Private limited)

india 80% held by Westpoint leisureparks Private limited

4 Hardcastle Restaurants Private limited (subsidiary of triple A Foods Private limited)

india 99.89% held by triple A Foods Private limited

B. SUMMARY oF SIGNIFICANT ACCoUNTING PoLICIES:

Method of Accounting

the Group follows the mercantile system of accounting and

recognises income and expenses on accrual basis, except

dividend recorded on cash basis.

Sales & Purchases

shown net of Value Added tax & discounts.

Fixed Assets and Depreciation

(i) Fixed Assets are stated at cost less accumulated

depreciation and impairment losses (if any). Cost

comprises the purchase price and any attributable cost

of bringing the asset to its working condition for its

intended use. Borrowing costs relating to acquisition

of fixed assets which take substantial period of time

to get ready for their intended use are also included to

the extent they relate to the period till such assets are

ready to be put to use. Further contribution received

from landlords in respect of leasehold improvements

carried out to leasehold premises is deducted from

leasehold improvements cost.

(ii) depreciation is provided on written down value basis at rates specified in schedule XiV of the Companies Act, 1956 pro rata from date of acquisition in the Company.

(iii) depreciation in subsidiary Hardcastle Restaurants Private limited (“HRPl”) is provided on straight line Method on a pro-rata basis from the date of use. the rates of depreciation are based on technical evaluation of the economic life of assets by the management, which are given below, and are equal to or greater than the corresponding rates prescribed in schedule XiV of the Companies Act, 1956.

Assets economic life

(Years)

Buildings 28

leasehold improvements 15

Restaurant equipments 5-10

Furniture and Fixtures 5-10

office equipments 5

Mobile Phones 3

laptops 3

Computers 5

Motor Vehicles 4

leasehold land is amortised over the period of the lease.

Fixed Assets below ` 5000 are fully depreciated in the year of purchase.

Intangible Assets

initial location & license fees in HRPl for stores opened up to May 15, 2010, are amortised on a straight line basis over a period of twenty years. For stores opened after May 15, 2010, initial location & license fees are amortised on a straight line basis over the remaining period of the relevant agreements.

software is depreciated over a period of 5 years.



Investments

long term investments are valued at cost. Provision for

diminution in market value except considered temporary is

debited to Profit & loss Account. Current investments are

valued at cost or market value, whichever is lower.

Inventories

inventories (comprising of Food, Paper, toys and Premiums,

stores, spares and others) are valued at lower of cost

(determined on First-in-First out basis) or net realisable

value. net realisable value is the estimated selling price in

the ordinary course of business, less estimated costs of

completion and estimated costs necessary to make the sale.

Revenue Recognition

Accounts are maintained on accrual basis. Revenue

recognition is postponed to a later date when it is not

possible to estimate it with reasonable accuracy.

Retirement and other employee benefits

Based on the assumption that benefit of gratuity is payable

to the employees at the end of the accounting year,

provision for gratuity is made for employees who complete

the prescribed qualifying period of service for gratuity

entitlement.

For the subsidiary HRPl retirement benefit in the form of

Provident Fund is a defined contribution scheme and these

contributions are charged to the Profit and loss Account of

the year when the contributions are due. there are no other

obligations.

However, in view of contractual obligations, provision for gratuity liability has been made on the assumption that the benefit thereof is payable at the end of the accounting year. Gratuity liability is a defined benefit obligation and is provided on the basis of an actuarial valuation done by an independent actuary on the projected unit credit method at the end of each financial year. except for the subsidiary companies which employ very few persons, accrued liability towards employee benefits has been determined by employing a method based on the assumption that such benefits are payable to the employee at the end of the accounting year.

short term compensated absences are provided based on details of leave balance and applicable salary rates.

Actuarial gains/losses are immediately taken to profit and loss account and are not deferred.

Income Tax

Provision for current taxes is made and retained in the accounts on the basis of estimated tax liability as per applicable provisions of the income tax Act, 1961 and considering assessment orders and decisions of appellate authorities.

deferred tax for timing difference between tax profits and

book profits is accounted for, using tax rates and laws

that have been enacted or substantively enacted as of the

Balance sheet date. deferred tax Assets are recognised to

the extent there is reasonable certainty that these assets can

be realised in future.

Earnings per Share

the earning considered in ascertaining the Group’s ePs

comprises net Profit after tax and includes the post tax

effect of any extraordinary items. the number of shares used

in computing basic ePs is the weighted average number of

shares outstanding during the year.

Leases

leases where the lessor effectively retains substantially all

the risks and benefits of ownership of the leased term are

classified as operating leases. operating lease payments are

recognised as an expense in the Profit and loss account

on a straight – line basis over the lease term for fixed rent

agreements and as a percentage of revenue for variable rent

agreements.

Provisions

A provision is recognised when the company has a present

obligation as a result of a past event; it is probable that an

outflow of resources will be required to settle the obligation,

in respect of which a reliable estimate can be made.

Provisions are not discounted to their present value and are

determined based on a best estimate required to settle the

obligation at the balance sheet date. these are reviewed at

each balance sheet date and adjusted to reflect the current

best estimates.


TM



` in Millions

As at

31-03-2012

As at

31-03-2011

2. SHARE CAPITAL

Authorised

2,00,00,000 equity shares of ` 10 each 200.00 200.00

200.00 200.00

issued, subscribed and Paid up

1,60,00,000 equity shares of ` 10 each, fully paid up 160.00 160.00

160.00 160.00

2.1 Reconciliation of Shares outstanding at beginning and at end of the Reporting Period

equity shares: Current Previous

no. of shares ` in Millions no. of shares ` in Millions

At beginning of the year 16,000,000 160.00 1,60,00,000 160.00

At end of the period 16,000,000 160.00 1,60,00,000 160.00

2.2 Terms/Rights attached to equity shares:

the Company has only one class of equity shares having a par value of `10 per share. each holder of equity shares is entitled

to one vote per share. the Company declares and pays dividends in indian Rupees. dividend proposed by the Board of

directors is subject to approval of the shareholders.

during the year ended March 31, 2012, the amount of dividend per share recognised as distribution to equity shareholders was

nil (March 31, 2011 nil).

2.3 Aggregate number of shares issued during period of five years immediately preceding the reporting date:

nos nos

equity shares allotted as fully paid Bounus shares by capitalisation of General Reserve, Reserve

Fund and surplus balance of the Profit & loss Account.

1,58,00,000 1,58,00,000

2.4 Details of shareholders holding more than 5% shares in the Company

equity shares: As at 31-03-2012 As at 31-03-2011

no of shares held % of shares held no of shares held % of shares held

subh Ashish exim Pvt ltd 5,347,400 33.42% 5,347,400 33.42%

Horizon impex Pvt ltd 4,511,100 28.19% 4,511,100 28.19%

U. d. Jatia 1,028,000 6.43% 1,528,000 9.55%

Amit Jatia 1,000,050 6.25% 50 0.00

A. Jatia 1,028,000 6.43% 1,528,000 9.55%

G. Agarwal 1,435,000 8.97% – –

R. Himatsingka – – 2,250,000 14.06%




` in Millions

As at

31-03-2012

As at

31-03-2011

3. RESERVES AND SURPLUS

3.1 Capital Reserve

Balance as per last Financial statements 0.67 0.67

3.2 Share Premium

Balance as per last Financial statements 1,844.03 1,844.03

Add: Premium received during the year on equity shares 23.69 –

1,867.72 1,844.03

less: Amount utilised towards issue of fully paid bonus shares 23.69 –

1,844.03 1,844.03

3.3 Surplus / (Deficit) in the Statement of Profit and Loss

Balance as per last financial statements (4.34) 9.97

increase in Minority interest in West leisure Resorts Private limited (1.18) (0.00)

(5.52) 9.97

Add: Profit / (loss) for the year 313.95 (14.31)

308.43 (4.34)

less: Adjustment on A/c of subsidiaries included in Consolidation 238.51 –

less: Amount utilised towards issue of fully paid bonus shares 6.73 –

Net surplus 63.19 (4.34)

ToTAL RESERVES AND SURPLUS 1,907.89 1,840.36

` in Millions

As at

31-03-2012

As at

31-03-2011

4. LoNG-TERM PRoVISIoNS

Provisions for Employee benefits

Provision for Gratuity 8.47 0.06

8.47 0.06

` in Millions

As at

31-03-2012

As at

31-03-2011

5. oTHER LoNG TERM LIABILI-

TIES

deposits (unsecured) 2.72 –

2.72 –

` in Millions

As at 31-03-2012

As at 31-03-2011

6. SHoRT TERM BoRRoWINGS

deposits (Unsecured) 2.50 –

2.50 –

TM


` in Millions

As at 31-03-2012

As at 31-03-2011

7. TRADE PAYABLES

trade payables 75.35 13.17

75.35 13.17

` in Millions

As at 31-03-2012

As at 31-03-2011

8. oTHER CURRENT LIABILITIES

deposits 0.26 2.50

Bank overdrafts 104.36 –

taxes & duties Payable 44.68 –

other Payables 67.59 –

216.89 2.50

` in Millions

As at 31-03-2012

As at 31-03-2011

9. SHoRT TERM PRoVISIoNS

Provision for Employee Benefits

Provisions for leave Benefits 98.80 –

Provision for expenses 309.39 –

Provision for Gratuity 11.69 –

419.88 –

10. FIXED ASSETS ` in Millions

GRoss BloCK dePReCiAtion / AMoRtisAtion net BloCK

Cost as at

01.04.2011

Additions /

disposals

other

Adjustments

Cost as at

31.03.2012

As at

01.04.2011

For the

year

other

Adjustments

total up to

31.03.2012

As at

31.03.2012

As at

31.03.2011

TANGIBLE ASSETS

lease hold land – – 10.50 10.50 – 0.17 1.50 1.67 8.83 – Buildings – 0.74 146.10 146.84 – 5.64 59.60 65.24 81.60 – leasehold improvements – 259.43 919.82 1,179.25 – 73.36 221.64 294.99 884.26 – Restaurant equipments – 293.36 888.49 1,181.85 – 113.62 345.35 458.97 722.88 – Furniture & Fixtures – 63.49 189.3 252.92 – 28.13 94.98 123.11 129.81 – office equipments 0.02 0.54 9.45 10.01 0.01 1.65 6.27 7.93 2.07 0.00 Computers 0.07 3.37 19.06 22.50 0.05 2.17 11.56 13.78 8.72 0.03 Motor Vehicles – 5.99 30.49 36.48 – 6.14 19.35 25.49 10.99 –

0.09 626.92 2,213.34 2,840.35 0.05 230.88 760.25 991.18 1,849.16 0.03 INTANGIBLE ASSETSGoodwill on Consolidation 0.00 11.52 – 11.52 – – – – 11.52 0.00 initial location & license

Fee

– 52.92 211.56 264.48 – 11.77 37.96 49.73 214.75 –

Computer software – 9.01 37.14 46.15 – 3.95 30.42 34.37 11.78 – – 73.45 248.70 322.15 – 15.72 68.38 84.10 238.06 0.00

ToTAL 0.09 700.37 2,462.04 3,162.50 0.05 246.60 828.63 1,075.28 2,087.22 0.03 Previous Year 0.09 – – 0.09 0.05 0.02 – 0.06 0.03




` in Millions

As at 31-03-2012

As at 31-03-2011

11. NoN-CURRENT INVESTMENTS

Trade Investments (valued at cost)

A) Investment in Equity Instruments (Unquoted)

21,000 (Previous Year nil) equity shares of ` 10 each fully paid up in Concept Highland Business Pvt. ltd.

1.49 –

1.49 –

Quoted

Investments through Blue ocean Investment Trust:

2,85,715 equity shares of sterling Holidays Resorts (india) ltd of ` 10 each, fully paid up 10.32 10.21

Trade Investment (Unquoted)

nil (Previous Year 2,34,825) Zero Percent Compulsorily Convertible Warrants of triple A Foods Pvt ltd of ` 10,000 each fully paid up

– 2,348.25

Investment in Preference Instrument (Unquoted)

10 8% non-cumulative Preference shares of ` 10 each fully paid up in Vishwas investment & trading Co. Pvt. ltd.

0.00 –

10.32 2,358.46

11.81 2,358.46

` in Millions

As at

31-03-2012

As at

31-03-2011

12. DEFERRED TAX ASSETS (NET)

Deferred Tax Assets

disallowances under the income tax Act, 1961 16.14 0.02

short term Capital losses 0.00 0.00

Unabsorbed depreciation carried forward 10.18 –

Preliminary expenses 0.00 –

speculation Business losses 0.00 0.00

deferred tax liabilities

Related to Fixed Assets (26.29) (0.01)

Net Deferred Tax Asset 0.03 0.01

` in Millions

As at

31-03-2012

As at

31-03-2011

13. LoNG TERM LoANS AND ADVANCES

others Loans and Advances

Advance income tax (net of provision for taxation) 4.95 0.94

Balances with Government authorities 3.43 0.05

share Application Money – 24.00

security deposit 330.70 –

sundry deposits 13.77 –

Capital Advances 27.93 –

Advance to suppliers 3.70 –

loans to others 0.01 –

Prepaid expenses 4.01 0.01

388.50 25.00


TM


` in Millions

As at

31-03-2012

As at

31-03-2011

14. oTHER NoN-CURRENT ASSETS

deposits with Bank (Maturity after 12 Month from the Balance sheet date) 0.71 –

Unamortised expenditure expenses related to scheme of Arrangement 0.58 –

1.29 –

` in Millions

As at

31-03-2012

As at

31-03-2011

15. CURRENT INVESTMENTS

Unquoted Mutual Fund Units (valued at lower of cost or net asset value)

194665 Units (Previous Year nil) of ` 100 each in Birla sunlife Mutual Fund Growth Plan. 35.00 –

123003.085 Units (Previous Year nil) of ` 10 each in HdFC Cash Management Fund - treasury Advantage - Retails Growth

2.85 –

5814.460 Units (Previous Year nil) of ` 10 each in Reliance Money Manager Fund - Retail

-Growth Plan

8.39 –

11,880.596 Units (Previous Year nil) of ` 10 each in Reliance Money Manager Fund - institutional

-Growth Plan

17.40 –

63.64 –

` in Millions

As at

31-03-2012

As at

31-03-2011

16. INVENToRIES

Food items (includes goods-in-transit ` 0.24 million) 66.66 –

Paper (includes goods in transit ` 0.03 million) 24.89 –

toys & premiums 20.75 –

stores and spares 20.52 –

other inventories 17.49 –

150.31 –

` in Millions

As at

31-03-2012

As at

31-03-2011

17. TRADE RECEIVABLES

outstanding for a period not exceeding six months from due date

Unsecured, considered good 6.45 –

other receivables 58.98 11.72

65.43 11.72




` in Millions

As at

31-03-2012

As at

31-03-2011

18. CASH AND CASH EQUIVALENTS

Balances with Banks

On Current Accounts 39.70 1.87

deposit with original maturity of less than three months 107.25 73.95

Cash on Hand 52.67 0.01

Cheques/drafts on Hand 0.04 0.12

other Bank Balances

deposits with original maturity for more than 12 months 78.35 –

deposits with original maturity for more than 3 months but less than 12 months 50.53 –

328.54 75.96

` in Millions

As at

31-03-2012

As at

31-03-2011

19. SHoRT TERM LoANS AND ADVANCES

Loans & Advances

Unsecured, Considered Good

Security Deposits 6.51 4.10

employee Advances 2.03 –

other Advances 155.86 77.70

lease hold improvements Contributions Receivable 19.42 –

Advance to suppliers 1.88 –

sundry deposits 12.50 –

198.20 81.80

` in Millions

As at

31-03-2012

As at

31-03-2011

20. oTHER CURRENT ASSETS

other Receivables (Unsecured, considered good) 44.43 0.09

Prepaid expenses 8.80 0.03

53.23 0.12


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` in Millions


21. REVENUE FRoM oPERATIoNS

21.1 Sale of Products

traded Goods 20.68 15.75

sales 5,369.88 –

Birthday Party Revenue 4.09 –

delivery Charges Revenue 23.86 –

5,418.51 15.75

21.2 Rent Received 7.26 1.45

21.3 other operational Revenue

Conducting Fees 3.28 –

Franchising income 9.68 –

scrap sales 5.18 –

space Rental 28.63 –

21.4 Service Charges 1.58 2.07

55.61 3.52

5,474.12 19.26

` in Millions


22. oTHER INCoME

22.1interest Received 37.97 4.14

22.2interest on income tax Refunds 0.09 –

22.3dividend income from Mutual Fund Units 5.82 6.75

22.4Profit on sale of Mutual Fund Units (net) 9.09 –

22.5other non-operating income 4.23 0.13

57.20 11.03

` in Millions


23. RAW MATERIAL CoNSUMED

stock at commencement of year 89.27 –

Add: Purchases during year 2,459.65 –

2,548.92 –

less stock at close of year 112.30 –

2,436.62 –

` in Millions


24. PURCHASE oF TRADED GooDS

Purchases 20.61 15.72

20.61 15.72




` in Millions


25. EMPLoYEE BENEFIT EXPENSES

salaries, Wages and Bonus 583.33 2.55

Contribution to Provident Fund 42.90

Gratuity expenses 6.19 0.03

staff Welfare expenses 20.12 –

652.54 2.58

` in Millions


26. oTHER EXPENSESRent 25.60 1.41 Conducting Charges 365.26 – expenses towards Civil & electrical Works Contracts 3.33 – insurance 6.69 0.00 Payment to Auditor 1.96 0.03 Fees including filing fees 1.04 0.00 demat Charges 0.00 0.00 legal & Professional expenses 84.80 0.02 loss on sale of investments (net) 0.00 0.06 electricity, Gas and other Utilities 438.05 – Advertising & Promotional expenses 315.35 – Royalty Fee 115.37 –Maintenance & Repairs - Restaurant equipments 65.33 – Maintenance & Repairs - others 60.38 – operating supplies at stores 61.60 – travelling & Conveyance expenses 34.65 0.01 Asset Write offs 8.00 – training and development expenses 10.81 – telephone expenses 8.76 0.01 Rates & taxes 8.65 0.01 loss on sale of Assets 2.52 – Foreign exchange differences (net) 6.78 – Miscellaneous expenses 110.28 1.43

1,735.22 2.98 Payment to Auditors As Auditors Audit Fees 1.90 0.03 tax Audit Fees 0.01 0.00 other services (Certification Fees) 0.01 – out of Pocket expenses 0.04 –

1.96 0.03

` in Millions


27. FINANCE CHARGES

interest – –

Finance Charges 0.72 –

0.72 –


TM


` in Millions


28. DEPRECIATIoN

depreciation of tangible Assets 230.87 –

depreciation of in -tangible Assets 15.72 0.02

246.59 0.02

` in Millions


29. AMoRTISATIoN EXPENSES

Preliminary expenses Written off 0.01 0.00

Pre-operative expenses Written off 0.03 0.00

0.04 (0.00)

` in Millions


30. EXCEPTIoNAL ITEMS

Advisory Fee paid for availing investment facilitation services – 28.42

Project expenditure Written off 12.74 –

12.74 28.42

31. oPERATING LEASES

stores and office premises are obtained on operating leases. the rentals for some of the stores are fixed while for the others they

are based on a percentage of the revenue generated by the respective store. there are no restrictions imposed by such lease

arrangements.

` in Millions

For year ended

March 31, 2012

For year ended

March 31, 2011

Fixed lease payments for the year 189.35 1.41

Rent based on Percentage of Revenue debited to Profit and loss Account 201.51 –

ToTAL RENT AND CoNDUCTING CHARGES 390.86 1.41

Sub-Lease

Group has sub leased its sigma Mall store to Golden Kitchen Private limited on operating lease. the rentals are based on

percentage of the revenue generated by the store. the lease term is for 20 years. there is no escalation clause in the lease

agreement. there are no restrictions imposed by the lease arrangement.

` in Millions

Particulars FY 2011-12

Conducting fees based on Percentage of Revenue credited to Profit and loss Account 3.28

32. DETAILS oF DUES To MICRo, SMALL AND MEDIUM ENTERPRISES

the Group has not received any information from the concerned entities regarding their status under the Micro,small & Medium

enterprises & development Act,2006 and hence disclosure required under the said Act has not been made.

33. CAPITAL CoMMITMENTS

estimated amount of contracts remaining to be executed on capital account, net of advances and not provided for,

is ` 122.02 Millions.




34. SERVICE TAX oN CoNDUCTING CHARGES

the subsidiary Company Hardcastle Restaurants Private limited (HRPl) had, in accordance with the advice of its lawyers, filed a

petition in the Bombay High Court being petition no. 8737 of 2010 challenging the amendment in law pertaining to levy of service

tax on renting of immovable property retrospectively from June 1, 2007. the Hon’ble Court had, vide judgement dated August 4,

2011 (“the Judgement”) dismissed the petition (along with other similar petitions filed by other retailers) and upheld the constitutional

validity of the law pertaining to service tax on renting of immovable property.

Pursuant to the Judgement, the Retailers Association of india (RAi) (of which HRPl is one of the members) had, on behalf of its

members, preferred an appeal in the Hon’ble supreme Court of india (the sCi) being Civil Appeal no. 8390 of 2011 against the

Judgement. the appeal is pending disposal by the sCi, However, by an order dated october 14, 2011 (“the order”), the sCi issued,

inter alia, the following directions:

1) All the members of RAi to deposit 50% of the arrears due for the period June 1, 2007 through september 30, 2011 with the

concerned department in three equated instalments on or before november 1, 2011, January 1, 2012 and March 1, 2012;

2) For the balance 50% of the arrears, all the members of RAi are:

(a) to file solvent surety to the satisfaction of the jurisdictional Commissioners;

(b) to file affidavits in the sCi, within four weeks from the date of the order, undertaking to pay the balance arrears of service

tax, stayed in terms of the order, as may be directed by the sCi at the time of final disposal of the appeal;

3) the successful party in the appeal to be entitled to interest on the amount stayed by the sCi at such rate as may be directed

by the sCi at the time of final disposal of the appeal.

For the service tax due from october 1, 2011, no relief in terms of injunction was granted by the sCi.

the Company accordingly, in accordance with the order:

(a) Had deposited on or before november 1, 2011, January 1, 2012 and March 1, 2012, with the concerned department, 50%

of the arrears of service tax due for the period June 1, 2007 through september 30, 2011 in three equated instalments;

(b) For the balance 50% of the arrears, had

(i) Filed solvent surety to the satisfaction of the jurisdictional Commissioners;

(ii) Filed affidavit in the sCi, undertaking to pay the balance arrears of service tax, stayed in terms of the order.

(c) Commenced payment of service tax with effect from october 1, 2011 to those parties to whom the Company had

contractually agreed to pay the service tax.

As a matter of abundant caution, however, an amount of ` 1.21 Millions representing liability has been provided in the financial

statement during the year and the balance as at March 31, 2012 is ` 36.39 Millions.

35. GRATUITY & PoST EMPLoYMENT BENEFIT PLANS

the subsidiary HRPl has a defined benefit gratuity plan. every employee who has completed five years or more of service gets

a gratuity on departure at 15 days salary for each completed year of service subject to a maximum of ` 10 lakhs. the scheme is

funded with life insurance Corporation in the form of a qualifying insurance policy.

in the case of other Companies of the Group, which employ very few persons are not covered by the provision of Gratuity Act.

However, in view of contractual obligations provision for gratuity liability has been made on the assumption that the benefit thereof is

payable at the end of the accounting year.


TM


36. CoNTINGENT LIABILITY NoT PRoVIDED FoR IN THE ACCoUNTS:

(a) Claims against the Group not acknowledged as debt:

i. the subsidiary HRPl has preferred an appeal before the Central excise and service tax Appellate tribunal against a

demand of ` 44.26 Millions for earlier years by the Central excise department on account of excise duty and penalties,

which appeal is pending before the said tribunal. the Company has deposited a sum of ` 1 Millions as pre-deposit in

compliance with the order passed by the Appellate tribunal, which has stayed the recovery of the remaining amount till the

matter is finally decided.

ii. the subsidiary HRPl has preferred an appeal before the Central excise and service tax Appellate tribunal against a

demand of ` 0.05 Millions for earlier years by the Central excise department on account of excise duties and penalties. the

appeal is pending. HRPl has deposited a sum of ` 0.01 Millions as pre-deposit in compliance with the order passed by the

tribunal, which has stayed the recovery of the remaining amount till the matter is finally decided.

iii. the subsidiary HRPl has preferred an appeal before the Commissioner (Appeals), Central excise, Mumbai against demand

of ` 0.32 Millions made by the Central excise department on account of excise duty and penalty. the Commissioner

(Appeals), Central excise passed an order rejecting the appeal. Being aggrieved by the order of the Commissioner

(Appeals), Central excise, HRPl has preferred an appeal before the Central excise and service tax Appellate tribunal

which appeal is pending.

iv. the subsidiary HRPl has preferred an appeal before the Joint Commissioner of sales tax (Appeal ii) against a demand of

` 4.06 Millions as per assessment order passed by the VAt assessing officer on account of disallowance of resale sale for

the year 2003-04 and 2004-05. HRPl has deposited a sum of ` 1.53 Millions as part payment fixed by the said authority.

the said appeal is pending.

37. SEGMENT REPoRTING

As the Group’s main business activity primarily falls within a single business and geographical segment, there are no additional

disclosures to be provided under Accounting standard 17 – “segment Reporting’’, other than those already provided in the financial

statements.

the Group operates Mcdonald’s chain of restaurants in Western and southern india and the management considers that these

restaurants constitute a single business segment, since the risk and rewards from these are not different from one another.

38. PREVIoUS YEAR FIGURES

triple A Foods Private limited and its subsidiary Company HRPl became subsidiary of Westlife development limited w.e.f.

november 13, 2011 following acquisition of shares of triple A Foods Private limited by Westpoint leisureparks Private limited

a subsidiary of Westlife development limited. As such, the figures appearing in these CFs is representing the previous year

ended March 31, 2011, represent figures in respect of Westlife development limited and its two other subsidiaries viz. Westpoint

leisureparks Private limited and West leisure Resorts Private limited.

39. RELATED PARTY DISCLoSURE: (AS IDENTIFIED BY THE MANAGEMENT AND RELIED BY THE AUDIToRS)

(1) Control:

Mr. B.l. Jatia (Promoter)

(2) Enterprises and other parties which are significantly influenced by the Group with whom transactions have taken

place during the year

(i) Hardcastle & Waud Mfg Co. limited

(ii) Vishwas investment & trading Co Private limited

(iii) WestPioneer Properties (india) Private limited




(3) Key Management Personnel :

(i) Mrs. smita Jatia, Additional director from december 22, 2010 to september 25, 2011 & director w.e.f. september 26,

2011

(ii) Mr. Amit Jatia, Managing director up to december 21, 2010 & executive director w.e.f. december 22,2010

(4) Associate Firm:

M/s Ganpati enterprises (Partnership Firm)

Transaction with Related Parties

B. Material Transactions with Related Parties

` in Millions

Particulars 2011-12 2010-11

Enterprises & other parties which are significantly influenced by the Group

(either individually or with others) with whom transactions have taken place

during the year:

Rent Payments 16.50 –

electricity Charges Paid 1.40 –

Water Charges Paid 0.03 –

Reimbursement of expenses 0.01 –

interest received 0.00 –

loan Repayment Received 0.01 –

Received towards sale of investment 0.00 –

deposits Received – 1.00

Rent Received – 0.15

share Application Money Received – 2,372.25

Key Management Personnel :

salary & Bonus 20.79 –

Contribution to Provident Fund 1.73 –

Associate Firm:

share of Profit/(loss) – 0.13

share of expenses written off – 1.25

Relatives of Mr. B.L Jatia

shares issued including premium – 26.04

C. outstanding amounts as on Balance Sheet Date

` in Millions

Particulars As at

31-03-2012As at

31-03-2011

Enterprises & other parties which are significantly influenced by the Group with

whom transactions have taken place during the year

Rent Payable 12.25 –

deposit Received – 1.00

loan Given 0.01 –


TM


` in Millions

Year ended

31-03-2012

Year ended

31-03-2011

40. EARNINGS PER SHARE (AS-20)

Profit/(loss) after tax (`) 313,946,875 (14,309,325)

no. of equity shares used in computing Weighted Average ePs 16,000,000 16,000,000

Basic / diluted ePs (`) 19.62 (0.89)

nominal Value Per share (`) 10.00 10.00








M.no.009939

Place: Mumbai





To Members of Westlife Development Ltd

1. We have audited the attached Balance Sheet of WESTLIFE DEVELOPMENT LTD as at March 31, 2012 and the related Statement of Profit & Loss and the Cash Flow Statement of the Company for the year ended on that date, which we have signed under reference to this report. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors’ Report) Order, 2003 (‘the Order’) issued by the Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 (the ‘Act’) and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we set out in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

4. Further to our comments in the Annexure referred to in Paragraph 3 above, we report that :

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books;

c) The Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act;

e) On the basis of written representations received from the directors as on March 31, 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act;

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts together with the notes thereon and attached thereto give in the prescribed manner the information required by the Act and give a true and fair view in conformity with the accounting principles generally accepted in India :

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2012;

(ii) in the case of the Statement of Profit & Loss, of the Loss for the year ended on that date; and

(iii) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

For RAJENDRA K. GUPTA & ASSOCIATESChartered Accountants

Regd. No. 108373W

Rajendra Kumar GuptaPlace : Mumbai PartnerDate : December 7, 2012 M.No.009939

AUDITORS’ REPORT

TM


(Referred to in paragraph 3 of the Auditors’ Report of even

date to the members of WESTLIFE DEVELOPMENT LTD on

the accounts for the year ended March 31,2012)

On the basis of such checks as we considered appropriate

and in terms of the information and explanations given to us,

we state that: -

i. The Company has maintained proper records showing

full particulars including quantitative details and situation

of fixed assets.

The fixed assets of the Company have been physically

verified by the management at reasonable intervals and no

material discrepancies were noticed on such verification.

ii. Since there is no inventory, paragraph 4(ii) of the Order is

not applicable.

iii. a) The Company has granted interest-free unsecured

loans to its two subsidiary companies covered in

the register maintained under section 301 of the

Act. The year-end balance of such loans was

` 8,00,000 (maximum during the year

` 14,19,80,000).

b) The rate of interest and other terms and conditions

of the loans given by the Company are not prima

facie prejudicial to the interest of the Company.

c) There is no stipulation in regard to repayment of the

loans and as such there are no overdue amounts.

d) The Company has not taken any loans, secured or

unsecured from companies, firms or other parties

listed in the register maintained under section 301

of the Act.

iv. In our opinion and according to the information and

explanations given to us, there are adequate internal

control systems commensurate with the size of the

Company and the nature of its business for the purchase

of fixed assets and for the sale of goods and services.

During the course of our audit, we have not observed

any continuing failure to correct any major weakness in

the internal control system.

v. According to the information and explanations given

to us, all transactions that need to be entered in the

register maintained under section 301 of the Act have

been so entered.

vi. Since the Company has not accepted deposits from the

public during the year, paragraph 4(vi) of the Order is not

applicable.

vii. In our opinion the internal audit system is commensurate

with the size and nature of the Company’s business.

viii. Since the Company is not engaged in production of any

goods, paragraph 4 (viii) of the Order is not applicable.

ix. (a) According to the information and explanations

given to us and according to the records of the

Company, the Company is generally regular in

depositing with appropriate authorities undisputed

statutory dues including income tax, tax deducted

at source, profession tax, service tax, wealth tax,

cess and other statutory dues applicable to it.

b) According to the information and explanations

given to us, no undisputed amounts in respect

of the statutory dues referred to above were

outstanding as at March 31, 2012 for a period of

more than six months from the date they became

payable.

x. The Company has accumulated losses as at March

31,2012. It has incurred cash loss during the financial

year but had not incurred cash loss in the immediately

preceding financial year.

xi. Since the Company has not borrowed any money from

any financial institution or bank or through debentures,

ANNEXURE TO THE AUDITORS’ REPORT



paragraph 4(xi) of the Order is not applicable.

xii. Since the Company has not granted any loans or

advances on the basis of security by way of pledge of

shares, debentures and other securities, paragraph 4(xii)

of the Order is not applicable.

xiii. As the Company is not a nidhi / mutual benefit fund /

society, paragraph 4(xiii) of the Order is not applicable.

xiv. The Company has maintained proper records of

transactions and contracts in respect of shares and

other securities dealt with by it and has also made timely

entries therein. The shares and other investments are

held by the Company in its own name.

xv. Since the Company has not given any guarantee for

loans taken by others from banks or financial institutions,

paragraph 4(xv) of the Order is not applicable.

xvi. Since the Company has not obtained any term loan,

paragraph 4(xvi) of the Order is not applicable.

xvii. The Company has not raised any short term funds

during the year.

xviii. According to the information and explanations given

to us, during the period, the Company has not made

preferential allotment of shares to parties and companies

covered in the register maintained under section 301 of

the Act.

xix. Since the Company has not issued any debentures,

paragraph 4(xix) of the Order is not applicable.

xx. Since the Company has not raised any money during

the period by way of public issue, paragraph 4(xx) of the

Order is not applicable.

xxi. According to the information and explanations given

by the management, we report that no fraud on or by

the Company has been noticed or reported during the

course of our audit.

For RAJENDRA K. GUPTA & ASSOCIATES


Regd. No. 108373W

Rajendra Kumar Gupta

Place : Mumbai Partner

Date : December 7, 2012 M.No.009939

TM


BALANCE SHEET as at March 31, 2012

`

Note No.As at

31-03-2012

As at

31-03-2011

EQUITY AND LIABILITIES

Shareholders’ Funds:

Share Capital 2 16,00,00,000 16,00,00,000

Reserves and Surplus 3 (23,49,478) 75,91,948

15,76,50,522 16,75,91,948

Non-Current Liabilities

Long Term Provisions 4 92,849 61,773

92,849 61,773

Current Liabilities

Short Term Borrowings 5 15,00,000 15,00,000

Trade Payables 6 1,76,575 –

Other Current Liabilities 7 5,79,410 4,44,962

Short Term Provisions 8 28,046 –

22,84,031 19,44,962

ToTAL 16,00,27,402 16,95,98,683

ASSETS

Non-Current Assets

Fixed Assets 9

Tangible Assets 16,879 26,846

Project Expenditure (pending allocation) – 1,27,43,861

16,879 1,27,70,707

Non-Current Investments 10 1,05,23,023 1,04,09,322

Deferred Tax Assets (Net) 11 33,443 13,662

Long Term Loans and Advances 12 3,95,134 10,06,812

Other Non-Current Assets 13 5,83,075 –

1,15,34,675 1,14,29,796

Current Assets

Current Investments 14 1,73,96,615 –

Trade Receivables 15 1,83,818 –

Cash and cash equivalents 16 1,15,556 7,20,368

Short Term Loans and Advances 17 13,07,79,859 14,46,77,812

14,84,75,848 14,53,98,180

ToTAL 16,00,27,402 16,95,98,683

Significant Accounting Policies 1

The accompanying notes are an integral part of the Financial Statements



RAJENDRA K. GUPTA & ASSOCIATES For and on behalf of the Board of Directors


Firm Regn. No. 108373W

Rajendra Kumar Gupta P. F. Fernandes Amit Jatia Banwari Lal Jatia

Partner Company Secretary Director Director

M.No.009939

Place: MumbaiDate: December 7, 2012



STATEMENT OF PROFIT AND LOSS for the year ended March 31, 2012








M.No.009939


`

Note No. Current year Previous year

INCoME

Revenue from Operations 18 1,22,23,300 12,95,000

Other Income 19 53,05,756 12,28,788

1,75,29,056 25,23,788

EXPENDITURE

Purchase of traded goods 20 21,90,225 –

Employee Benefit Expenses 21 8,49,564 7,77,353

Other Expenses 22 1,01,30,885 14,54,072

1,31,70,674 22,31,425

Profit/(Loss) before Depreciation and Amortisation and

Exceptional Items and Tax

43,58,382 2,92,363

Depreciation 23 9,967 16,404

Profit/(Loss) before Exceptional Items and Tax 43,48,415 2,75,959

Less: Exceptional Items 24 1,27,43,861 –

Profit/(Loss) before Tax (83,95,446) 2,75,959

Less: Tax Expenses

Current Tax 12,63,800 49,000

Deferred Tax (19,781) 1,730

Taxes (Including Fringe Benefit Tax) for Earlier years 3,01,961 1,101

Profit/(Loss) for the year (99,41,426) 2,24,128

Earnings per Equity Share 28

Basic (0.62) 0.01

Diluted (0.62) 0.01

Significant Accounting Policies 1

The accompanying notes are an integral part of the Financial Statements

TM


CASH FLOW STATEMENT for the year ended March 31, 2012








M.No.009939


`

Current Year Previous Year

A. CASH FLoW FRoM oPERATING ACTIVITIES

Net Profit before Tax (83,95,446) 2,75,959

Adjustments for

Trade & Other Receivables (2,44,531) (15,24,474)

Depreciation 9,967 16,404

Sale / (Purchase) of Investments (1,75,10,316) (1,02,832)

Project Expenditure 1,27,43,861 43,533

Expenses related to Scheme of Arrangement (5,83,075) –

Unsecured Loan 1,38,97,953 (20,89,812)

Trade & Other Payables 3,70,145 86,84,004 10,41,000 (26,16,181)

Cash Generated from operations 2,88,558 (23,40,222)

Direct Taxes (Paid) / Refund (Net) (8,93,370) (2,48,749)

Net cash from operating activities (6,04,812) (25,88,971)

B. CASH FLoW FRoM INVESTING ACTIVITIES

Net cash from investing activities – –

C. CASH FLoW FRoM FINANCING ACTIVITIES

Net cash from Financing Activities – –

Net increase / (decrease) in cash & cash equivalents (A+B+C) (6,04,812) (25,88,971)

Cash & Cash equivalents as at 01.04.2011 (Opening) 7,20,368 33,09,339

Cash & Cash equivalents as at 31.3.2012 (Closing) 1,15,556 7,20,368

Net Cash increase / (decrease) (6,04,812) (25,88,971)



NOTES to Financial Statements

1. SIGNIFICANT ACCoUNTING PoLICIES

1.1 Method of Accounting The Company follows the mercantile system of

accounting and recognises income and expenses on accrual basis, except dividend recorded on cash basis.

1.2 Sales & Purchases: Sales and purchases of traded goods are shown as

exclusive of Value Added Tax.

1.3 Fixed Assets: Fixed Assets are valued at cost of acquisition inclusive

of duties, taxes and direct expenses related to the acquisition.

1.4 Depreciation Depreciation is charged on written down value basis at

rates specified in Schedule XIV of the Companies Act, 1956 pro rata from date of acquisition.

1.5 Long Term Investments Long Term Investments are stated at cost plus

expenses related to the acquisition including management charges paid to Investment Manager. Provision for any permanent diminution in value of investments is made, if necessary.

`

As at

31-03-2012

As at

31-03-2011

2. SHARE CAPITAL

Authorised

2,00,00,000 Equity Shares of ` 10 each 20,00,00,000 20,00,00,000

20,00,00,000 20,00,00,000

Issued, Subscribed and Paid up

1,60,00,000 Equity Shares of ` 10 each, fully paid up 16,00,00,000 16,00,00,000

16,00,00,000 16,00,00,000

2.1 Reconciliation of Shares outstanding at beginning and at end of the reporting period

Equity Shares: Current Previous

No. of Shares ` No. of Shares `

At beginning of the year 1,60,00,000 16,00,00,000 1,60,00,000 16,00,00,000

At end of the year 1,60,00,000 16,00,00,000 1,60,00,000 16,00,00,000

2.2 Terms/Rights attached to equity shares: The Company has only one class of equity shares having a par value of ` 10 per share. Each holder of equity shares is entitled

to one vote per share. The Company declares and pays dividends in Indian Rupees. Dividend proposed by the Board of Directors is subject to approval of the shareholders.

During the year ended March 31, 2012, the amount of dividend per share recognised as distribution to equity shareholders

was NIL (March 31, 2011 NIL).

2.3 Aggregate number of shares issued during period of five years immediately preceding the reporting date:

Nos Nos

Equity Shares allotted as fully paid Bonus Shares by capitalisation of General Reserve,

Reserve Fund and Surplus balance of the Profit & Loss Account

1,58,00,000 1,58,00,000

1.6 Current Investments Current Investments are valued at cost or market

value, whichever is lower.

1.7 Deferred Tax Deferred Tax for timing difference between tax profits

and book profits is accounted for, using tax rates and laws that have been enacted or substantively enacted as of the Balance Sheet date.

Deferred Tax Assets are recognised to the extent there is reasonable certainty that these assets can be realised in future.

1.8 Leases Lease rentals are charged / accounted for in the Profit

& Loss Account.

1.9 Contract Work Revenue for works contract is recognised in the period

in which work is performed. Works contract receipts are net of VAT & Service Tax.

Expenses for works contracts recognised in the period in which the work to which expenses relate is performed.

TM



2.4 Details of shareholders holding more than 5% shares in the Company

Equity Shares:

As at 31-03-2012 As at 31-03-2011

No of shares held % of shares held No of shares held % of shares held

Subh Ashish Exim Pvt Ltd 53,47,400 33.42% 53,47,400 33.42%

Horizon Impex Pvt Ltd 45,11,100 28.19% 45,11,100 28.19%

U. D. Jatia 10,28,000 6.43% 15,28,000 9.55%

Amit Jatia 10,00,050 6.25% 50 0.00

A. Jatia 10,28,000 6.43% 15,28,000 9.55%

G. Agarwal 14,35,000 8.97% – –

R. Himatsingka – – 22,50,000 14.06%

`

As at

31-03-2012

As at

31-03-2011

3. RESERVES AND SURPLUS

3.1 Capital Reserve

Balance as per last financial statements 6,70,000 6,70,000

3.2 Surplus / (Deficit) in the Statement of Profit and Loss

Balance as per last financial statements 69,21,948 66,97,820

Profit / (Loss) for the year (99,41,426) 2,24,128

Net surplus in the Statement of profit and loss (30,19,478) 69,21,948

Total Reserves and Surplus (23,49,478) 75,91,948

`

As at

31-03-2012

As at

31-03-2011

4. LoNG-TERM PRoVISIoNS

Provisions for Employee benefits

Provision for Gratuity 92,849 61,773

92,849 61,773

`

As at

31-03-2012

As at

31-03-2011

5. SHoRT TERM BoRRoWINGS

Deposits (unsecured) 15,00,000 15,00,000

15,00,000 15,00,000

`

As at 31-03-2012

As at 31-03-2011

6. TRADE PAYABLES

Trade payables 1,76,575 –

1,76,575 –




`

As at 31-03-2012

As at 31-03-2011

7. oTHER CURRENT LIABILITIES:

Other Payables 5,79,410 4,44,962

5,79,410 4,44,962

`

As at 31-03-2012

As at 31-03-2011

8. SHoRT TERM PRoVISIoNS

Provision for Employee Benefits

Provisions for Leave Benefits 28,046 –

28,046 –

9. FIXED ASSETS `

Gross Block Depreciation / Amortisation Net Block

Cost as at 01.04.2011

Additions/ Disposals

Other Adjustments

Cost as at 31.03.2012

As at 01.04.2011

For the year

Adjustment on Disposals

Total up to 31.03.2012

As at 31.03.2012

As at 31.03.2011

Tangible Assets

Office Equipments 15,250 – 15,250 12,294 411 12,705 2,545 2,956

Computers 73,000 73,000 49,110 9,556 58,666 14,334 23,890

ToTAL 88,250 – – 88,250 61,404 9,967 – 71,371 16,879 26,846

Previous Year 88,250 – – 88,250 45,000 16,404 – 61,404 26,846 –

`

As at 31-03-2012

As at 31-03-2011

10. NoN-CURRENT INVESTMENTS

Trade Investments (valued at cost)

Investments in Equity Shares of Subsidiary Companies:

Unquoted

26,66,670 (Previous year 10,000) Equity Shares of West Leisure Resorts Pvt Ltd of ` 10 each, fully paid up

1,00,280 1,00,270

99,000 Equity Shares of West Point Leisureparks Pvt Ltd of ` 1 each, fully paid up 99,255 99,255

1,99,535 1,99,525

Non-trade Investments (valued at cost)

Quoted

Investments through Blue Ocean Investment Trust:

2,85,715 Equity Shares of Sterling Holidays Resorts (India) Ltd of ` 10 each, fully paid up 1,03,23,488 1,02,09,797

1,03,23,488 1,02,09,797

1,05,23,023 1,04,09,322

Aggregate amount of Unquoted Investments (investments in subsidiaries) 1,99,535 1,99,525

Aggregate amount of Quoted Investments 1,03,23,488 1,02,09,797

Market value of Quoted Investments 2,45,42,919 1,99,42,907

TM



`

As at

31-03-2012

As at

31-03-2011

11. DEFERRED TAX ASSETS (NET)

Deferred Tax Assets

Disallowances under the Income Tax Act, 1961 37,356 19,088

Speculation Business Losses 2 2

Deferred Tax Liabilities

Related to Fixed Assets (3,915) (5,428)

Net Deferred Tax Asset 33,443 13,662

`

As at

31-03-2012

As at

31-03-2011

12. LoNG TERM LoANS AND ADVANCES

others Loans and Advances

Advance Income Tax (Net of provision for taxation) 2,02,121 9,81,812

Balances with Statutory Government authorities 1,93,013 25,000

3,95,134 10,06,812

`

As at

31-03-2012

As at

31-03-2011

13. oTHER NoN-CURRENT ASSETS

Unamortised Expenditure

Expenses related to Scheme of Arrangement 5,83,075 –

5,83,075 –

`

As at

31-03-2012

As at

31-03-2011

14. CURRENT INVESTMENTS

Unquoted Mutual Fund Units (valued at lower of cost or net asset value)

11,880.596 Units (Previous Year Nil) of ` 10 each fully paid up of Reliance Money Manager Fund - Institutional -Growth Plan

1,73,96,615 –

1,73,96,615 –

Aggregate amount of unquoted investments 1,73,96,615 –

Aggregate Net Asset Value of unquoted investments 1,73,96,615 –

`

As at

31-03-2012

As at

31-03-2011

15. TRADE RECEIVABLES

outstanding for a period not exceeding six months from date they are due for payment

Unsecured, considered good (Due from a Subsidiary, Hardcastle Restaurants Pvt Ltd) 1,83,818 –

1,83,818 –




`

As at

31-03-2012

As at

31-03-2011

16. CASH AND CASH EQUIVALENTS

Balances with Banks

On Current Accounts 1,08,416 7,11,193

Cash on Hand 7,140 9,175

1,15,556 7,20,368

`

As at

31-03-2012

As at

31-03-2011

17. SHoRT TERM LoANS AND ADVANCES

17.1 Loans & Advances

Unsecured, Considered good

Loans to Subsidiaries (Interest Free)

West Leisure Resorts Pvt Ltd – 7,87,80,000

Westpoint Leisureparks Pvt Ltd 8,00,000 –

Loans to others 12,84,71,859 6,43,89,812

12,92,71,859 14,31,69,812

17.2 Security Deposits

Unsecured, considered good 15,08,000 15,08,000

15,08,000 15,08,000

13,07,79,859 14,46,77,812

`

For year ended March 31, 2012


18. REVENUE FRoM oPERATIoNS

18.1 Sale of Products

Traded Goods (steel pipes) 22,15,400 –

22,15,400 –

18.2 Rent Received 66,60,000 12,95,000

66,60,000 12,95,000

18.3 Contract Receipts towards Civil & Electrical Works 33,47,900 –

33,47,900 –

1,22,23,300 12,95,000

`



19. oTHER INCoME

19.1 Interest Received 48,96,686 10,59,477

19.2 Interest on Income Tax received 85,553 –

19.3 Dividend Income from Units of Mutual Funds 3,23,042 1,43,693

19.4 Profit on Sale of Mutual Fund Units (Net) – 25,618

19.5 Other Non-operating Income 475 –

53,05,756 12,28,788

TM



`



20. PURCHASE oF TRADED GooDS

Purchases of Steel Pipes 21,90,225 –

21,90,225 –

`



21. EMPLoYEE BENEFIT EXPENSES

Salaries, Wages and Bonus 8,49,564 7,77,353

8,49,564 7,77,353

`



22. oTHER EXPENSES

Rent 64,86,000 12,66,000

Expenses towards Civil & Electrical Works Contracts 33,28,906 –

Profession Tax 2,500 2,500

Insurance 33 178

Payment to Auditor 33,500 19,000

Filing Fees 7,500 1,000

Demat Charges 552 1,130

Legal & Professional Expenses 59,066 18,030

Loss on Sale of Investments (Net) 2 –

Miscellaneous Expenses 2,12,826 1,46,234

1,01,30,885 14,54,072

Payment to Auditor

As Auditor

Audit Fees 25,000 19,000

Tax Audit Fees 5,000 –

Other Services (certification fees) 3,500 –

Note : In addition to above ` 4,000 paid towards certificates taken in respect of Scheme

of Arrangement, which are capitalised

33,500 19,000

`



23. DEPRECIATIoN

Depreciation of Tangible Assets 9,967 16,404

9,967 16,404




`



24. EXCEPTIoNAL ITEMS

Project Expenditure written off 1,27,43,861 -

1,27,43,861 -

25. GRATUITY AND oTHER PoST EMPLoYMENT BENEFIT PLANS

Since the Company employs very few persons, the accrued liability towards employee benefits has been determined by employing

a method based on the assumption that such benefits are payable to the employee at the end of the accounting year. As for post-

employment benefits the Company is not covered under the Payment of Gratuity Act, 1972 and the Employees’ Provident Funds

and Miscellaneous Provisions Act, 1952.

However , in view of contractual obligations provision for gratuity liability has been made on the assumption that the benefit thereof

is payable at the end of the accounting year.

`


26. SEGMENT INFoRMATIoN

Segment Revenue

a) Job Contracts 33,47,900 –

b) Trading 22,15,400 –

c) Leasing 66,60,000 12,95,000

d) Lending 48,96,686 10,58,162

e) Others 4,08,595 1,70,626

ToTAL 1,75,28,581 25,23,788

Segment Results- Profit before Depreciation & Tax

a) Job Contracts 18,994 –

b) Trading 25,175 –

c) Leasing 1,80,000 35,000

d) Lending 48,96,686 10,58,162

e) Others 4,08,041 1,69,496

ToTAL 55,28,896 12,62,658

Less : Depreciation 9,967 16,404

Other un-allocable expenditure (Net) 1,39,14,375 9,70,295

Net Profit Before Tax (Net) (83,95,446) 2,75,959

Capital Employed

a) Job Contracts 7,243 –

b) Trading – –

c) Leasing – –

d) Lending 12,92,71,859 14,31,69,812

e) Others 2,83,71,420 2,44,22,136

ToTAL 15,76,50,522 16,75,91,948

Secondary Segment Information - Geographical Segments

Entire Business Activities being in India, there are no reportable Geographical Segments.

TM



27. RELATED PARTY DISCLoSURES (AS-18)

A) Related Parties and Nature of Relationship

i) Control

Mr Banwari Lal Jatia (Promoter)

ii) Subsidiary Companies

West Leisure Resorts Pvt Ltd, Westpoint Leisureparks Pvt Ltd, Triple A Foods Pvt Ltd and Hardcastle Restaurants Pvt

Ltd

B) Transactions with related parties during the year

`


26. SEGMENT INFoRMATIoN Subsidiary

Companies

Subsidiary

Companies

i) Inter corporate deposits

a) Given /(repayment received) during the year (net) (7,79,80,000) (6,23,00,000)

b) Outstanding at end of the year 8,00,000 7,87,80,000

c) Maximum balance during the year 14,50,30,000 18,77,30,000

ii) Contract Receipts Towards Civil & Electrical Works

a) Amount Received excluding Taxes 33,47,900 NIL

b) Outstandings at end of the year 1,83,818 NIL

C) There are no other related party transactions as envisaged in Accounting Standard 18 pertaining to Related Parties.

D) The list of related parties is as per information given by the management and relied upon by the auditors.

`


28. EARNINGS PER SHARE (AS-20)

Profit/(Loss) after tax (`) (99,41,426) 2,24,128

No. of Equity Shares used in computing Weighted Average EPS 1,60,00,000 1,60,00,000

Basic / Diluted EPS (`) (0.62) 0.01

Nominal Value Per Share (`) 10 10

29. CoNTINGENT LIABILITIES

There are no contingent liabilities as on the Balance Sheet

date.

30. DETAILS oF DUES To MICRo AND SMALL

ENTERPRISES

The Company has not received any information from

the concerned entities regarding their status under the

Micro,Small & Medium Enterprises & Development Act,2006

and hence disclosure, required under the said Act has not

been made.

31. The Company is a Small and Medium Sized Company

(SMC) within the meaning of Rule 2(1) (f) of the Companies

(Accounting Standards) Rules 2006 and notified under

the relevant provisions of the Companies Act, 1956.

Accordingly, the Company has complied with the

Accounting Standards as applicable to a Small and Medium

Sized Company prescribed under the above Rules read

together with the General Instructions to be followed by a

SMC under the above Rules.

32. In the opinion of the Board of Directors, Current Assets

and Non-Current Assets have a value on realisation in the

normal course of business atleast equal to the values at

which they are stated in the Balance Sheet.

33. Debtors, Creditors, Advances and other debit balances are

subject to confirmation.

34. The Company has granted unsecured loans carrying 0%

interest during the year to West Leisure Resorts Pvt Ltd and

Westpoint Leisureparks Pvt Ltd, its subsidiaries, The year-




end balance of the loans was ` 8,00,000 (maximum during

the year ` 14,50,30,000). There is no repayment schedule

for the loans. Two of the Company’s directors are interested

therein being also directors in the loanee companies.

35. There are no shares in unclaimed suspense account.

36. Sales exclude Sales Tax/VAT amounting to ` 1,10,770

(Previous year ` NIL) collected from customers and paid to

the concerned Government.

37. Promoter Group : Mr Banwari Lal Jatia is the promoter of

the Company. The persons constituting the promoter group

include individuals, HUF and corporate entities. The names

of these persons are:

Achal Exim Pvt. Ltd, Akshay Ayush Impex Pvt. Ltd, Acacia

Impex Pvt. Ltd, Anand Veena Twisters Pvt. Ltd, Concept

Highland Business Pvt. Ltd, Hardcastle & Waud Mfg Co.

Ltd, Hardcastle Petrofer Pvt. Ltd, Hawcoplast Investments

& Trading Ltd, Horizon Impex Pvt. Ltd, Houghton Hardcastle

(India) Ltd, Hawco Lubricants Ltd, Saubhagya Impex Pvt.

Ltd, Shri Ambika Trading Co. Pvt. Ltd, Subh Ashish Exim

Pvt. Ltd, Triple A Foods Pvt. Ltd, Vandeep Tradelinks Pvt.

Ltd, Vishwas Investment & Trading Co. Pvt. Ltd, Winmore

Leasing & Holdings Ltd,West Leisure Resorts Pvt. Ltd.,

Westpoint Leisureparks Pvt. Ltd., Hardcastle Restaturants

Pvt. Ltd, Smt Lalita Devi Jatia, Smt Usha Devi Jatia, Shri

Amit Jatia, Smt Smita Jatia, Shri Akshay Jatia, Shri Ayush

Jatia, Shri Anurag Jatia, Smt Shalini Jatia, Miss Ridhika

Jatia, Banwarilal Jatia – HUF, Amit Jatia – HUF and Anurag

Jatia - HUF.

38. Previous year figures

Till the year ended March 31, 2011, the Company was

following pre-revised Schedule VI to the Companies Act,

1956, for preparation and presentation of its financial

statements. During the year ended March 31, 2012 the

revised Schedule VI notified under the Companies Act,

1956, has become applicable to the Company. The

Company has reclassified previous year figures to conform

to this year’s classification. Except accounting for dividend

on investments in subsidiaries, the adoption of revised

Schedule VI does not impact recognition and measurement

principles followed for preparation of financial statements.

However, it significantly impacts presentation and

disclosures made in the financial statements, particularly

presentation of the balance sheet.








M.No.009939


TM


(Amounts in `)

Name of Subsidiary Company Hardcastle

Restaurants

Private Limited

Triple A Foods

Private Limited

Westpoint

Leisureparks

Private Limited

West Leisure

Resorts

Private Limited

The financial year of subsidiary ended on 31-03-2012 31-03-2012 31-03-2012 31-03-2012

Capital 1,235,000,000 126,250,000 128,846 30,533,370

Reserves (1,004,913,744) 2,407,557,858 2,373,243,472 10,731,273

Total Assets 3,325,218,478 2,533,834,779 2,375,190,894 43,711,286

Total Liabilities 3,095,132,222 26,921 1,818,576 2,446,643

Investments (except investment in

subsidiaries)35,000,000 110 – 1,494,730

Turnover 5,484,827,006 7,094,628 9,710,960 15,506,213

Profit/(Loss) before Tax 425,090,683 (592,809) 94,703 10,046,000

Provision for Tax – 4,978 29,643 1,905,500

Profit/(Loss) after Tax 425,090,683 (597,787) 65,060 8,140,500

Proposed Divided – – – –

Notes:

1. The financial information of Triple A Foods Private Limited is for the period July 1, 2011 to March 31, 2012.

2. In terms of General Circular No. 2/2011 of the Ministry of Corporate Affairs dated February 8, 2011, copies of Balance Sheets,

Profit and Loss Accounts, Report of Boards of Directors and auditors of the subsidiary companies have not been attached with the

Balance Sheet of the Company.

3. The annual accounts of the subsidiary companies are available for inspection at the Registered Office of the Company.

SUMMARy OF FINANCIAL INFORMATION OF SUBSIDIARY COMPANIES PURSUANT TO SECTION 212 OF THE COMPANIES ACT,1956



Notice is hereby given that the Twenty-Ninth Annual General

Meeting of Westlife Development Limited will be held at

Brabourne Stadium, Gate No. 10 (1st Floor), 87, Veer Nariman

Road, Mumbai 400 020 on Monday December 31, 2012 at 12.00

noon to transact the following business :

oRDINARY BUSINESS

1. To receive, consider and adopt the audited Balance Sheet

as at March 31, 2012 and the Profit & Loss Account for the

year ended on that date and the reports of the Directors and

the Auditors.

2. To appoint Auditors of the Company to hold office from

the conclusion of this Annual General Meeting until the

conclusion of the next Annual General Meeting and to fix

their remuneration.

SPECIAL BUSINESS

3. To consider and if thought fit, to pass the following resolution

as an ordinary resolution :

“RESOLVED THAT Mr. Banwari Lal Jatia be and is hereby

appointed as a Director liable to retire by rotation.”



“RESOLVED THAT Mr. Amit Jatia be and is hereby appointed

as a Director liable to retire by rotation.”



“RESOLVED THAT Mr. Dilip J Thakkar be and is hereby




“RESOLVED THAT Mr. P R Barpande be and is hereby


7. To consider and if thought fit to pass the following resolution

as a Special resolution :

“RESOLVED THAT in accordance with the provisions of

the Foreign Exchange Management Act, 1999 and Foreign

Direct Investment Policy of Government of India and the

regulations made thereunder and all other applicable rules,

guidelines and laws and subject to any statutory approvals

if required, consent of the Company be and is hereby

accorded for aggregate investment in the share capital of the

Company by Non-Resident Indians in excess of 10% thereof

and by Non-Residents including FIIs and their approved

sub-accounts in excess of 24% thereof but subject to such

sectoral limit or cap as may be prescribed from time to time

under applicable laws, rules and regulations.”

NoTES

1. An Explanatory Statement pursuant to Section 173(2) of

the Companies Act, 1956 relating to the items of special

business is annexed hereto.

2. A member entitled to attend and vote at the meeting is

entitled to appoint a proxy to attend and vote instead of

himself and a proxy need not be a member of the Company.

The proxy, in order to be effective, must be deposited at

the registered office of the Company not less than 48 hours

before the commencement of the meeting.

3. The Register of Members and Share Transfer Books of the

Company will remain closed on December 11, 2012 for the

purpose of issue of Bonus Shares and for annual closure.

4. Details of persons proposed for appointment as directors at

the forthcoming Annual General Meeting (Pursuant to Clause

49 of the Listing Agreement) are furnished below :

NOTICE

(i) Name of Director : Mr. Banwari Lal Jatia

Date of Birth : 08.12.1943

Date of Appointment : 24.11.2012

Expertise in Specific Functional areas : Possesses about 45 years experience in business

management in various industries/ fields.

Qualifications : B.Com., LL.B.

Other Public Limited Companies in which Directorship held i) Hardcastle & Waud Mfg. Co. Ltd.

: ii) Houghton Hardcastle (India) Ltd.

TM


Chairman/ Member of Committees of Boards of other Companies : Hardcastle & Waud Mfg. Co. Ltd. (Chairman)

Shares held in the Company : -

Relationship with other directors : Mr. Amit Jatia (Son)

(ii) Name of Director : Mr. Amit Jatia



Expertise in Specific Functional areas : General Management

Qualifications : B.Com., B.Sc. in Business Administration (Finance)

Other Public Limited Companies in which Directorship held i) Fame India Ltd.

: ii) Fame Motions Pictures Ltd.

iii) Sterling Holiday Resorts (India) Ltd.

iv) Inox Leisure Ltd.

v) West Pioneer Properties Ltd.

Chairman/ Member of Committees of Boards of other Companies : a) Fame India Limited:

i) Remuneration Committee-Member;

ii) Compensation Committee-Member;

iii) Rights Issue Committee-Member;

iv) Audit Committee-Chairman

b) Inox Leisure Limited:

i) Audit Committee-Member;

ii) Compensation & Remuneration

Committee-Member

Shares held in the Company : 2,00,050

Relationship with other directors : Mr. Banwari Lal Jatia (Father)

(iii) Name of Director : Mr. Dilip J Thakkar



Expertise in Specific Functional areas : Taxation & Foreign Exchange Regulations

Qualifications : Chartered Accountant, B.Com., LL.B.

Other Public Limited Companies in which Directorship held : i) Poddar Developers Ltd.

ii) Panasonic Energy India Co. Ltd.

iii) Essar Oil Limited

iv) The Ruby Mills Ltd.

v) PAE Ltd.

vi) Himatsingka Seide Ltd.

vii) Indo Count Industries Ltd.

viii) Walchandnagar Industries Ltd.

ix) Garware Polyester Ltd.

x) Essar Ports Ltd.

xi) Modern India Ltd.

xii) Premier Ltd.

xiii) Magus Estates & Hotels Ltd.

xiv) Thirumalai Chemicals Ltd.

Chairman/ Member of Committees of Boards of other Companies : a) Panasonic Energy India Co. Ltd.

i) Audit Committee-Chairman;

ii) Investor Grievances Committee-Member

b) Essar Oil Limited


ii) Investor Relations Committee-Member

c) Thirumalai Chemicals Ltd.


ii) Shares Transfer Committee-Member



d) PAE Ltd.

i) Audit Committee-Chairman

e) Himatsingka Seide Ltd.

i) Audit Committee-Chairman

f) Walchandnagar Industries Ltd.

i) Audit Committee-Member;

ii) Shareholder Grievances Committee-Member

Shares held in the Company : –

Relationship with other directors : –

(iv) Name of Director : Mr. P R Barpande



Expertise in Specific Functional areas : Possesses over 30 years experience as audit partner

of a reputed firm of Chartered Accountants. Addresses

seminars conducted by various Institutes and

Chambers of Commerce, etc.

Qualifications : B.Com, LLB, FCA

Other Public Limited Companies in which Directorship held i) MCX-CX Clearing Corporation Ltd.

: ii) Financial Technologies Ltd.

iii) MCX Stock Exchange Ltd.

iv) Blossom Industries Ltd.

v) Multi Commodity Exchange of India Ltd.

Chairman/ Member of Committees of Boards of other Companies : –

Shares held in the Company : –

Relationship with other directors : –

By Order of the Board of Directors

Mumbai P F Fernandes December 7, 2012 Company Secretary

TM


EXPLANAToRY STATEMENT PURSUANT To SECTIoN

173(2) oF THE CoMPANIES ACT, 1956

Item No. 3 :

Mr. Banwari Lal Jatia was appointed as an Additional Director

by the Board w.e.f. November 24, 2012 under the provisions of

Section 260 of the Companies Act, 1956. He will hold office till

the date of the ensuing Annual General Meeting. A notice has

been received from a member signifying her intention to propose

Mr. Banwari Lal Jatia’s candidature for the office of Director.

Except Mr. Banwari Lal Jatia and Mr. Amit Jatia who is a relative

of Mr. Banwari Lal Jatia, no other director is interested in the

resolution.

Item No. 4 :

Mr. Amit Jatia was appointed as an Additional Director by the

Board w.e.f. November 24, 2012 under the provisions of Section

260 of the Companies Act, 1956. He will hold office till the date of

the ensuing Annual General Meeting. A notice has been received

from a member signifying her intention to propose Mr. Amit Jatia’s

candidature for the office of Director.

Except Mr. Amit Jatia and Mr. Banwari Lal Jatia who is a relative

of Mr. Amit Jatia, no other director is interested in the resolution.

Item No. 5 :

Mr. Dilip J Thakkar was appointed as an Additional Director by

the Board w.e.f. November 24, 2012 under the provisions of

Section 260 of the Companies Act, 1956. He will hold office till

the date of the ensuing Annual General Meeting. A notice has

been received from a member signifying her intention to propose

Mr. Dilip J Thakkar’s candidature for the office of Director.

Except Mr. Dilip J Thakkar, no other director is interested in the

resolution.

Item No. 6 :

Mr. P R Barpande was appointed as an Additional Director by the

Board w.e.f. November 24, 2012 under the provisions of Section

260 of the Companies Act, 1956. He will hold office till the date of

the ensuing Annual General Meeting. A notice has been received

from a member signifying her intention to propose Mr. P R

Barpande’s candidature for the office of Director.

Except Mr. P R Barpande, no other director is interested in the

resolution.

Item No. 7 :

In terms of the Foreign Exchange Management Act, 1999 and

Government of India’s Foreign Direct Investment Policy, the

aggregate investment in the equity share capital of an Indian

company by Non-Resident Indians shall not exceed 10% thereof

and by all non-residents including Foreign Institutional Investors

shall not exceed 24% thereof. It is however provided that the said

limits may be further increased upto the sectoral cap/ statutory

ceiling, as applicable, by passing a resolution of the Board of

Directors of the Company and followed by a Special Resolution

to that effect by its members.

The Board has already passed a resolution to this effect subject

to approval of the members of the Company.

None of the directors of the Company is, in any way, concerned

or interested in the resolution.

The Board commends the resolutions for members’ approval.

By Order of the Board of Directors

Mumbai P F Fernandes December 7, 2012 Company Secretary



NOTES

TM


NOTES

TM

WESTLIFE DEVELoPMENT LTD.Registered Office : 1001, Tower-3, 10th Floor, Indiabulls Finance Centre, Senapati Bapat Marg, Elphinstone Road, Mumbai 400 013.

ATTENDANCE SLIP

Regd. Folio no. _______________________ DP I.D. _______________________ Client I.D.

_______________________

Name(s) of Shareholder/ Joint Holder(s) ___________________________________________________________________________________

_____________________________________________________________________________________________________________________

I hereby record my presence at the 29th ANNUAL GENERAL MEETING of the Company held at Brabourne Stadium, Gate No. 10 (1st

Floor), 87, Veer Nariman Road, Mumbai 400 020 on Monday, December 31, 2012.

________________________________________________

Signature of the Shareholder or Proxy

NoTES :

1. Share/ Proxy holders are requested to bring the Attendance Slip with them when they come to the meeting and hand it over at the

gate after affixing their signatures on it.

2. Share/ Proxy holders who come to attend the meeting are requested to bring their copies of the Notice with them.

TM

WESTLIFE DEVELoPMENT LTD.Registered Office : 1001, Tower-3, 10th Floor, Indiabulls Finance Centre, Senapati Bapat Marg, Elphinstone Road, Mumbai 400 013.

PRoXY

Regd. Folio no. _______________________ DP I.D. _______________________ Client I.D.

_______________________

Name(s) of Shareholder/ Joint Holder(s) ___________________________________________________________________________________

_____________________________________________________________________________________________________________________

I/We being member(s) of Westlife Development Ltd. hereby appoint ___________________________________________________________

of ______________________________ or failing him/ her __________________________________________ of _________________________

as my/ our proxy to attend and vote on my/ our behalf at the 29th Annual General Meeting of the Company to be held on Monday,

December 31, 2012 at 12.00 noon and at any adjournment thereof.

Signed this ______________ day of December, 2012

SIGNATURE OF MEMBER(s) _____________________________________

Note : The Proxy must be returned so as to reach the registered office of the company not less than 48 hours before the time for holding

the aforesaid meeting.

15 Paise

Revenue

Stamp

TM


Westlife Development Limited,1001, Tower-3, 10th Floor, Indiabulls Finance Centre, Senapati Bapat Marg,

Elphinstone Road, Mumbai - 400 013, India T: +91-22-4913 5000, F: +91-22-4913 5001http://www.westlife.co.in

ON THE WINGS OF CREATION

The symbol for our new identity is an invisible butterfly that gives Westlife wings to fly. Wings that help to constantly rise, elevate, inspire and break through the clutter of similar market propositions. Westlife will constantly strive to take its brand to a higher realm of intent and innovation. The form of the wings and the logotype are lyrical and flowing, representing the evolution of creative ideas and conveying the notion of metamorphosis. The palette of overlapping colours signify a dynamic corporate tradition.

BOOSTASCENSIONBREAK THROUGHELEVATIONRISEINSPIRATION

TM

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